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02 Corporate Governance • BONIA CORPORATION BERHAD 057

Corporate Governance
Overview Statement

The Board of Directors of Bonia Corporation Berhad (“Board”), in recognising the importance of corporate governance, is committed
to ensure that the Group carries out its business operations with integrity, transparency and professionalism.

The Board is pleased to provide the following statement, which outlines the practices adopted by the Company in compliance with
the Principles and Recommendations set out in the Malaysian Code on Corporate Governance 2017 (“MCCG”) to protect and
enhance all aspects of the shareholders’ value.

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS

I. Board Responsibilities

Roles and responsibilities of the Board

The Board plays pivotal role in leading and managing the Group with the ultimate objective of realising long-term
shareholders’ value. The collective responsibilities and roles of the Board, among others, are to:

• review and adopt the overall strategic plans and programmes for the Group
• oversee and evaluate the conduct of businesses of the Company and of the Group
• identify principal risks and ensure implementation of appropriate internal controls and mitigation measures
• establish a succession plan
• develop and implement a shareholder communication policy for the Company
• review the adequacy and the integrity of the management information and internal control systems of the Group
• provide oversight and monitoring of environmental, social and governance aspects of business in the Group which
underpin sustainability

Chairman of the Board

Effective from 01 January 2020, Chiang Sang Sem was re-designated as the “Founder and Group Executive Chairman” of
the Company to lead the Board and ensures that the Board is able to perform its duties and responsibilities effectively. He
also promotes effective communication to shareholders and other stakeholders of the objectives, strategies and policies of
Bonia Group.

Separation of roles of Chairman, CEO and/or Managing Director

During the FY2020, the Board has decided to streamline its reporting structure by eliminating the position of Group CEO.
To promote accountability and facilitates division of responsibilities between the Directors, each of them plays a distinctive
role but complementing each other to ensure balance of power and authority. The presence of the Independent Non-Executive
Directors whom are independent from the management and major shareholders of the Company, free from any business
dealing and other relationships that could materially interfere with the exercise of their independent judgement, assures a
check and balance to the Board. Together with the Executive Directors who possess intimate knowledge of the Group’s rapidly
evolving businesses, the Board is constituted of individuals who are committed to business integrity and professionalism in
all their activities.

Roles and responsibilities of Company Secretaries

The Board is supported by suitably qualified and competent Company Secretaries to provide sound governance advice,
ensure adherence to applicable rules and procedures, and advocate adoption of corporate governance best practices.

Our Company Secretaries assist the Board in strengthening good governance practices and processes within Bonia Group. They
provide counsel to the Board on the governance matters, board’s statutory duties, board procedures, disclosure obligations
and listing requirements. Regular updates on matters relating to new statutory and regulatory requirements and corporate
governance were received from the Company Secretaries. They also keep the Board informed of those communications
received from the relevant regulatory or governmental authorities.

The Directors have full access to the information within the Group as well as the advice and services of the Company
Secretaries, the Internal and External Auditors, and other independent professionals in carrying out their duties and if
necessary, at the Company’s expenses.
058 BONIA CORPORATION BERHAD • Annual Report 2021

Corporate Governance
Overview Statement

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued)

I. Board Responsibilities (continued)

Board charter and Board reserved matters

The Board Charter, sets out the roles, responsibilities, processes and functions of the Board is published on the Company’s
website, and is subject to periodic review and update to ensure compliance with regulatory requirements.

Subject to the limitations imposed by the applicable laws and/or the Company’s Constitution, the Board may from time
to time delegate responsibility for specified matters to individual Board members, Board committees or the management.
However, objective and strategy determination are reserved for decision by the Board and covers such areas as key corporate
policies and standards, major financial and other resources allocations, material corporate or financial exercises, significant
investments, acquisitions or disposals, declaration of dividend as well as the key risks affecting the Group.

Code of conduct and ethics and Whistleblowing Policy

The Board observes the “Code of Ethics for Company Directors” as prescribed by the Suruhanjaya Syarikat Malaysia which
provides guidance on the standards of conduct and prudent business practices as well as standards of ethical behavior to
the Directors. The “Code of Ethics for Company Directors” is published on the Company’s website. Any non-compliance,
allegation or concern on the relevant issues can be reported confidentially to the Senior Independent Non-Executive Director
to enable prompt corrective actions to be taken where appropriate.

Bonia’s code of conduct and ethics for employees are provided in its Employee Handbook. All concerns or complaints
relating to the Group can be channeled to Bonia HR Department.

The Company has formalised its Whistleblowing Policy for Bonia Group and the same is published on the Company’s
website.

II. Board Composition

Size and Composition of the Board

Our Company is led by an experienced and diverse Board. To reinforce independence, there are 4 Executive Directors, 2
Non-Independent Non-Executive Directors, 3 Independent Non-Executive Directors and 2 Alternate Directors on the Board.

Out of a total of 9 members on Board, only 4 members have executive functions. Although the number of independent
directors is less than half of the Board (3 over 9), the Board is of the view that the number of its Independent Directors is
adequate at present to provide the necessary check and balance to the Board’s decision-making process.

Independence

The Board regards independence as an important element for ensuing objectivity and fairness in Board’s decision-making.
In order to uphold independence, the Board undertakes annual assessment on its Independent Directors judging from events
that would affect the ability of the Independent Directors to continue bringing independent and objective judgment to Board
deliberations, the criteria of independent directors under regulatory definition, as well as their duty not to act contrary to the
interest of the Company.

For those Independent Director(s) who has served the Company for a cumulative term of 9 years or more, the Board’s
independence test will be extended to check if his independence has been compromised by his length of service, and whether
he is still able to exercise independent judgement and demonstrate objectivity in his deliberations in the best interest of the
Company and of the Group.

If the Board is satisfied with the assessment results, it will proceed to seek shareholders’ approval on its intention to retain
those individual Independent Director(s) who has served the Company for a cumulative term of 9 years or more.
02 Corporate Governance • BONIA CORPORATION BERHAD 059

Corporate Governance
Overview Statement

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued)

II. Board Composition (continued)

Appointment/Election of directors

Pursuant to the Constitution of the Company, at least 1/3 of the Directors including the Managing Director (if any) are required
to retire from office by rotation annually and shall be eligible for re-election at each annual general meeting (“AGM”). Any
Director appointed to fill the casual vacancy shall retire and seek re-election by the shareholders at the next AGM to be held
following his appointment.

Upon the recommendations of the NRC, the Board as a whole will determine and nominate individuals for election to the
Board by the shareholders, for filling vacant board seats that may occur between AGMs or as an addition to the existing
Directors. Nominees for directorship will be selected with due consideration be given to each candidate’s integrity,
competence, experience, achievements and commitments regardless of age, gender or ethnicity.

Gender Diversity

The Board will remain mindful of Principle of the MCCG on the gender diversity policy for boardroom. In relation to the
Group’s diversity, the followings were achieved since 01 September 2018:

• there are 2 female Directors (1 Independent Non-Executive Director and 1 Alternate Director) on our Board who serve
to bring value to the Board discussions from different perspectives and approaches, and
• an internal statistical report revealed that women hold approximately 30% of the senior management positions in the
Group.

Board Committees

The Board may from time to time establish appropriate committees and delegate specific duties to such committees as the
Board deems fit. Such committees shall operate within their own defined charters that are approved by the Board.

Reports on committees’ meetings and activities are submitted to the Board at the next regularly scheduled meeting of the
Directors for their evaluation and consideration. However, the ultimate responsibility for the final decision on the matters
concerned, lies with the entire Board.

(i) Audit & Risk Management Committee (“ARC”)

The primary objectives of the ARC are to assist the Board in examining the Group’s financial reporting, risk
management and internal control system, internal and external audit processes, related party transactions, and conflict
of interests situation, and to submit to the Board its recommendations and/or reports on matters within its purview or
other matters of the Group referred to it by the Board, for the Board’s consideration.

The summary of activities of the ARC are set out in the Report of the Audit & Risk Management Committee of this
Annual Report.

(ii) Nomination & Remuneration Committee (“NRC”)

The NRC is tasked to assist the Board in:

• Board performance - to assess and recommend to the Board the candidature of directors and boardroom diversity,
appointment of directors to board committees, review of the Board’s succession plans and training programmes,
and to carry out periodic review on the composition and size of the Board, including the performance of individual
Directors, and the independence of Independent Directors so to assess the appropriateness and effectiveness of the
Board as a whole, and
• Board remuneration - to carry out periodic review on the remuneration policies and procedures to attract, retain
and motivate Directors. The remuneration package should be aligned with the business strategy and long-term
objectives of the Company and of the Group as well as to reflect the Board’s responsibilities, expertise and
complexity of the Company’s activities.
060 BONIA CORPORATION BERHAD • Annual Report 2021

Corporate Governance
Overview Statement

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued)

II. Board Composition (continued)

Board Committees (continued)

(ii) Nomination & Remuneration Committee (“NRC”) (continued)

Since the commencement of the FY2021, there were changes occurred in the composition of the NRC due to the
changes in the Board as follows:

Period Membership Designation


01.05.2020 - Chairman: Datuk Ng Peng Hong @ Ng Peng Hay Senior Independent Non-Executive Director
09.08.2020 Member: Chong Sai Sin Independent Non-Executive Director

10.08.2020 - Chairman: Datuk Ng Peng Hong @ Ng Peng Hay Senior Independent Non-Executive Director
to-date Member: Chong Sai Sin Independent Non-Executive Director
Member: Azian Binti Mohd Yusof Independent Non-Executive Director

During the FY2021, the NRC members met once, with the following record of attendance:

NRC member No. of meetings attended/held


Datuk Ng Peng Hong @ Ng Peng Hay 1/1
Chong Sai Sin 1/1
Azian Binti Mohd Yusof (1)
1/1

Note:
(1)
Appointed as NRC member effective from 10 August 2020

The responsibilities of the NRC are set out in the Nomination & Remuneration Committee Charter duly approved by
the Board, a copy of which is posted on the Company’s website.

The NRC’s annual work plan for the FY2021 focused on 3 key areas as follow:

Performance evaluation on The NRC carried out Board and committees assessments by individual directors, self
the Board as a whole, the and peer assessments together with an assessment of independence of independent
Committees of the Board, directors for the purposes of evaluating the performance of the Board as a whole, the
each of the individual Committees of the Board, each of the individual Board member, and the independence
Board Member, and the of the Independent Directors.
independence of the The following key evaluation criteria have been carefully reviewed during the
Independent Directors assessments:
• Performance of the Board and Board Committees - composition, structure,
processes, principal responsibilities, succession planning and governance matters
• Performance of each individual Board member, and independence of Independent
Directors - competency, integrity, skills, experience, commitment, contribution,
conflict of interest and independence as guided by the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad (“MMLR”).
No major concerns were identified in the evaluation result and the NRC was satisfied
with the overall performance of the parties under review, particularly the term of
office and performance of the ARC and each of its members where they have carried
out their duties efficiently and effectively in accordance with the ARC Charter.
02 Corporate Governance • BONIA CORPORATION BERHAD 061

Corporate Governance
Overview Statement

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued)

II. Board Composition (continued)

Board Committees (continued)

(ii) Nomination & Remuneration Committee (“NRC”) (continued)

The NRC’s annual work plan for the FY2021 focused on 3 key areas as follow (continued):

Election, re-election, re- The NRC gave its full support to Directors concerned to be elected/re-elected/
appointment and retention re-appointed/retained at the Company’s 29th AGM after going through detailed
of Board members assessments on the quality, contribution and/or independence of such Directors.

Fees and remuneration After taking into consideration the annual performance of the Directors as well as
package of Directors the financial condition of the Group, the NRC was of its view that the Directors’
emoluments other than fees for the FY2020 was fair and justified, and also proposed
for: (i) Directors’ Benefits by Bonia Corporation Berhad up to an amount of RM95,000
for the period from 01 December 2020 until the next AGM of the Company to be held
in 2021, and (ii) Directors’ fees of Bonia Corporation Berhad and its subsidiaries
not exceeding RM1,700,000 for the financial year ended 30 June 2021 to be divided
amongst the Directors in such manner as they may determine, with payment of the
fees to be made semiannually in arrears at the end of each half-year, to reward the
Board members.

All activities and recommendations of the NRC were reported and accepted by the Board. The Board was also satisfied
with the overall performance of the NRC, ARC, the Board and individual Directors as well as the independence of
Independent Directors via its performance evaluations conducted at Board level.

Board Commitment

All Board members are committed to devote sufficient time to carry out their responsibilities effectively. The Directors shall
notify the Chairman of the Board before accepting any new directorship with an indication of time that will be spent on the
new appointment. Acceptance of such new directorship shall not result in a conflict with the discharge of the Directors’ duties
to the Company.

The Directors meet as and when necessary, on dates selected and upon notice as provided by the Company’s Constitution, to
deliberate and consider various matters of the Group within the scope of the Board.

The following are the details of attendance of the Directors at all Board meetings held during FY2021:

Director Attendance Percentage


Chiang Sang Sem 5/5 100%
Dato’ Sri Chiang Fong Tat 5/5 100%
Dato’ Sri Chiang Fong Seng 5/5 100%
Chong Chin Look 5/5 100%
Datuk Chiang Heng Kieng 5/5 100%
Dato’ Sri Chiang Fong Yee 5/5 100%
Datuk Ng Peng Hong @ Ng Peng Hay 5/5 100%
Chong Sai Sin 5/5 100%
Azian Binti Mohd Yusof (1) 5/5 100%
Chiang May Ling (Alternate Director to Chiang Sang Sem) 5/5 100%
Chiang Fong Chyen (Alternate Director to Datuk Chiang Heng Kieng) 5/5 100%

Note(s):
(1)
Appointed as Independent Non-Executive Director effective from 10 August 2020
062 BONIA CORPORATION BERHAD • Annual Report 2021

Corporate Governance
Overview Statement

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued)

II. Board Composition (continued)

Supply of Information

Prior to Board meetings, the Chairman sets the board agenda and ensures that board members are furnished with comprehensive
meeting materials of a quality in a timely manner to enable them to discharge their duties and responsibilities efficiently and
effectively. Proposals are supported with management papers and be presented to the Board for evaluation and consideration.
The Board’s deliberations, dissenting views (if any) and decisions are recorded in the minutes of meeting. All the Directors
observe the requirements that they do not participate in the discussions or decision-making of the matters in which they
are interested in. Urgent matters that require immediate attention of the Board may be resolved via directors’ resolutions in
writing to speed up the decision-making process.

Continuous Professional Development

Induction programmes will be conducted for all newly appointed Board members and Company Secretaries including, where
appropriate, visits to the Group’s business and meeting with the management to facilitate their understanding of the Group’s
businesses and operations.

All the Directors on Board during the FY2021 have attended the Mandatory Accreditation Training Programme (MAP)
as prescribed by the MMLR, whereas the continuous training programmes attended by the Directors and the Company
Secretaries are as follows:

Designation Name Particulars of the training programmes


Directors Chiang Sang Sem • Sustainability Best Practices: Governments’ Views and What Businesses
are Doing

Dato’ Sri Chiang Fong Tat • Powering Nation’s Digital Economy (Smart Retail Live Virtual
Conference)
• Bonia ABMS Training
• Alibaba Cloud Global Summit

Dato’ Sri Chiang Fong Seng • MIDA Fashion DAY 2020 & Virtual Conference: “Realizing
Opportunities: Reset & Reshape”
• DesignDevt&Innovation 2020: “Creating A Sustainable Fashion
Brand”
• EMBA Session No. 398 Module 11.0 by Master Li Jian
• Performance Management: Driving Peak Performance with KPIs
• Online EMBA: CEO Learning: Be Wary of Predators by Master Li Jian
• Online EMBA: CEO Learning: Data Thinking by Master Li Jian

Chong Chin Look • PwC Malaysia’s Budget 2021 Webinar - Paving the way towards a
resilient future
• Affin Hwang Capital Zoom Webinar - Know Your Fund Manager
Series
• In-House Webinar Training - Anti-Bribery Management System
Awareness Training
• Allianz Zoom Webinar - A Legacy to Your Loved Ones
• Affin Hwang Asset Management - Review & Outlook | Ask Teng
Anything on Market
• Webinar - Family Trust: The New Trend of Wealth Preservation &
Succession (Singapore)
02 Corporate Governance • BONIA CORPORATION BERHAD 063

Corporate Governance
Overview Statement

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued)

II. Board Composition (continued)

Continuous Professional Development (continued)

Designation Name Particulars of the training programmes


Directors Datuk Chiang Heng Kieng • KLSCCCI Webinar Series # 1: Are Tina, Fomo & 1968 Driving Equity
Investors Crazy?
• KLSCCCI Webinar Series # 2: Is PENJANA the Solution for Business
Recovery?
• ACCCIM 9th Young Entrepreneurs Conference 2020
• KLSCCCI Webinar Series # 3: Are There Still Opportunities in the
Tech Sector?
• KLSCCCI Webinar Series # 4: New Cyber Security Strategy SMEs
must know!
• SMEICC Goes Online: Re-Thinking & Re-Shaping your company to
the “Next Future”
• KLSCCCI Webinar Series # 5: SME Digital Transformation/Grant
• KLSCCCI Webinar Series # 9: “COVID-19 Bill” ~ Impact on Related
Industries
• Budget 2021 Dialogue
• 1st Series of ACCCIM’s Webinar: How will RCEP Increase the Business
Opportunities for Malaysia and for you?
• MRCA Webinar Series: A Time to Soar!
• 2nd Series of ACCCIM Webinar: How the RCEP will Deepen and
Promote Malaysia-China’s Economic and Trade Relations?
• Tax Tips for Retailer, What You Should Know?

Dato’ Sri Chiang Fong Yee • Climate and Sustainability Ambitions of our Trading Partners

Datuk Ng Peng Hong • Updates on Malaysian Code of Corporate Governance 2021


@ Ng Peng Hay

Azian Binti Mohd Yusof • Mandatory Accreditation Program for Directors of Public Listed
Companies

Chong Sai Sin • Corporate Liability Under S17A of the (Amendment) Act 2018
• National Tax Conference 2020
• MIA Webinar Series: Audit Quality Enhancement Programme for
SMPs
• Virtual Briefing Session for MIA Members by Suruhanjaya Syarikat
Malaysia
• 2021 Budget Highlights
• 2021 Budget Seminar
• Bounce Back Together II: Reimagine and Rebuild
• Managing Your Fraud Risk: Are You Doing Enough?
• Complimentary Webinar: MPERS E-Book and Latest Developments
• The Economy Beyond the Pandemic
• MIA Complimentary Webinar: Applying Ethics During the Pandemic
and Beyond
• MIA Webinar Series: Capital Statement: Are you on IRB’s Radar?
• MIA Complimentary Webinar: Unclaimed Money Act 1965

Chiang May Ling • Pressing Ahead with the Renewable Energy Agenda

Chiang Fong Chyen • Anti-Bribery Management System (“ABMS”) Awareness Training


064 BONIA CORPORATION BERHAD • Annual Report 2021

Corporate Governance
Overview Statement

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued)

II. Board Composition (continued)

Continuous Professional Development (continued)

Designation Name Particulars of the training programmes


Company Chok Kwee Wah • Violations of the CA 2016
Secretaries • MBRS Annual Return
• Practical on the reporting framework for BO of legal persons

Tan Kean Wai • Data & Compliance Report 2020 Clinic for Company Secretary
• Technical Briefing for Company Secretaries of Listed Issuers 2020
• EY Malaysia Budget 2021 Webminar
• Seminar Percukaian Kebangsaan 2020
• The Malaysian Transfer Pricing Developments
• The Good Governance Academy’s 5th Colloquium

The Board and the Company Secretaries will continue to assess their own training needs and undergo relevant training
and development programmes to enhance their skills and knowledge and to keep abreast with new developments in the
business environment.

III. Remuneration

Board and Senior Management Remuneration Policies and Procedures

The objective of the Company’s policy on Directors’ remuneration is to ensure the level of remuneration is sufficient to
attract and retain high caliber Directors to run the Group successfully. For Executive Directors who are also the top senior
management of the Group, they are subject to both fixed and performance-linked reward system. The fixed component
consists of salary and other contractual entitlements whereas the performance-linked component includes a discretionary
bonus based on the individual performance and financial performance of the Group. For Non-executive Directors, the level of
remuneration reflects the levels of experience, expertise and responsibilities undertaken by the individual Director concerned.

Directors’ fees are paid to both Executive and Non-Executive Directors of Bonia Corporation Berhad by the Company and
several of its local and foreign subsidiaries upon approval granted by the shareholders at AGMs. Apart from it, Independent
Non-Executive Directors receive yearly fixed allowance for their membership of the Audit & Risk Management Committee
and Nomination & Remuneration Committee, and attendance allowance for each general meeting, Board and/or Committee
Meeting they attended. Executive Directors are not entitled to such attendance allowance. Any fee payable by the Company
to the Alternate Directors shall be deducted from their principal directors’ remuneration.

The remunerations of all Directors are reviewed by the NRC, and thereafter by the Board on an annual basis prior to tabling
for the approval of the shareholders of the Company.
02 Corporate Governance • BONIA CORPORATION BERHAD 065

Corporate Governance
Overview Statement

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued)

III. Remuneration (continued)

Board and Senior Management Remuneration Policies and Procedures (continued)

Details of the fees and remuneration of Directors of the Company during the FY2021 received/receivable from the Company
and/or its subsidiaries are as follows:

The Company The subsidiaries of the Company


Other Other
Salaries & Benefits- Emolu- Company Salaries & Benefits- Emolu- Subsidia-
Directors on Board during Fees bonuses in-kind ments total Fees bonuses in-kind ments ries total
the FY2021 RM RM RM RM RM RM RM RM RM RM
Executive Directors
Chiang Sang Sem 50,000 194,460 - 29,336 273,796 290,274 473,700 - 263,924 1,027,898
Dato’ Sri Chiang Fong Tat 60,000 - - 7,200 67,200 15,000 437,400 - 221,621 674,021
Dato’ Sri Chiang Fong Seng 60,000 - - 7,200 67,200 285,675 747,440 - 218,075 1,251,190
Chong Chin Look 60,000 - - 7,200 67,200 264,214 446,933 - 582,679 1,293,826
Chiang May Ling 50,000 - - 6,000 56,000 6,000 120,000 - 23,837 149,837
(Alternate)
Total: 280,000 194,460 - 56,936 531,396 861,163 2,225,473 - 1,310,136 4,396,772
Non-Executive Directors
Datuk Chiang Heng Kieng 42,000 - - 6,540 48,540 18,000 - - 1,560 19,560
Dato’ Sri Chiang Fong Yee 60,000 - - 8,700 68,700 - - - - -
Datuk Ng Peng Hong 60,000 - - 22,000 82,000 - - - - -
@ Ng Peng Hay
Chong Sai Sin 60,000 - - 22,000 82,000 - - - - -
Azian Binti Mohd Yusof (1) 53,548 - - 19,795 73,343 - - - - -
Chiang Fong Chyen 18,000 - - 2,160 20,160 6,000 132,000 - 35,963 173,963
(Alternate)
Total: 293,548 - - 81,195 374,743 24,000 132,000 - 37,523 193,523

Note:
(1)
Appointed as Independent Non-Executive Director effective from 10 August 2020

Pursuant to Section 230(1) of the Companies Act 2016 (“CA2016”), the fees of the directors, and any benefits payable to
the directors including any compensation for loss of employment of a director or former director of a listed company and
its subsidiaries, shall be approved at a general meeting. Suruhanjaya Syarikat Malaysia further clarified that “benefits” as
prescribed in Section 230(1) of the CA2016 that requires shareholders’ approval are those benefits that are arose from the
appointment to the office of a director. Accordingly, the proposed fees and benefits payable to the Directors of the Company
shall be tabled at the forthcoming AGM for the consideration of the shareholders.

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT

I. Audit & Risk Management Committee

The ARC

The ARC shall examine the Group’s matters pertaining to the financial reporting, risk management and internal control,
internal and external audit processes, related party transactions, and conflict of interest situation, and reports its findings and/
or recommendations for the consideration of the Board.

All the members of the ARC are Independent Non-Executive Directors and the ARC is chaired by its Chairman who is not
the Chairman of the Board.

Relationship with the External Auditors

The Board, via the ARC, has established a transparent and appropriate relationship with the Group’s External Auditors. In the
course of audit of the Group’s operations, the External Auditors highlighted to the ARC and the Board, matters that require
their attention.
066 BONIA CORPORATION BERHAD • Annual Report 2021

Corporate Governance
Overview Statement

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT (continued)

I. Audit & Risk Management Committee (continued)

Financial Reporting

The Board aims to present a balanced and meaningful assessment of performance and prospects of the Group in all of its
financial reports. The unaudited and audited financial statements of the Group which are drawn up in compliance with the
provisions of the Companies Act 2016 and the applicable Malaysian Financial Reporting Standards and International Financial
Reporting Standards, and are released to the public within the stipulated time frame, reinforce the Board’s commitment to
ensure the accuracy, completeness and timely dissemination thereof for greater accountability and transparency.

The Directors’ Responsibility Statement made pursuant to Paragraph 15.26(a) of the Main Market Listing Requirements
of Bursa Malaysia Securities Berhad in relation to the Financial Statements is presented in the appropriate section of this
Annual Report.

Independence of External Auditors

The independence of External Auditors is essential to the provision of an objective opinion on the truth and fairness of
the financial statements. As such, the ARC is mandated to ensure continuing objectivity and independence of the External
Auditors. The ARC performs annual review on the External Auditors on a number of criteria including, but not limit to:

• the independence of the external audit firm from the Group and their ability to maintain independence throughout the
engagement;
• there being no conflict of interest situations that could affect the independence of the External Auditors;
• the external audit firm’s compliance with Malaysian regulations and ethical guidance relating to rotation of audit partner
and succession planning;
• professional competency, experience and integrity of key personnel;
• the thoroughness of audit approach and methodology;
• audit budget;
• the provision of non-audit services by the External Auditors (if any) shall not cause an impairment to the objectivity and
independence of the audit firm; and
• effective control of multi-geographical audit process.

Subject to satisfactory performance and the recommendation of the ARC, the Board will recommend the re-appointment of
the External Auditors to shareholders at the AGM. If the ARC does not recommend the incumbent audit firm, a tender process
will be carried out by the ARC and executive management to select a new audit firm.

II. Risk Management and Internal Control Framework

Responsibilities of the Board

The Board acknowledges their responsibilities for the Group’s risk management and system of internal controls covering
not only financial controls but also operational and compliance controls. The ARC which comprises all Independent Non-
Executive Directors, assists the Board to oversee the Company’s risk management framework and policies.

The Board takes necessary steps to identify, assess and monitor key business risks, and constantly review and enhance its
internal control system to manage such risks with objective to safeguard the shareholders’ investments and the Group’s assets.

The Statement on Risk Management & Internal Control in this Annual Report provides an overview on the state of risk
management and internal controls within the Group.

Independence of Internal Auditors

During the ARC and the Board’s annual reviews on the outsourced Internal Auditors of the Company namely M/s NeedsBridge
Advisory Sdn. Bhd. (“NBSB”), both the ARC and the Board were satisfied that:

• the internal audit personnel assigned to handle the internal audit function of Bonia Group were free from any relationship
and no conflict of interest with the Group;
• the key personnel who involved in the internal audit function of Bonia Group were equipped with the necessary skills
and knowledge to carry out their duties and responsibilities; and
• NBSB has carried out the internal audit function in accordance with the professional, and of Bonia Group’s recognised
framework.
02 Corporate Governance • BONIA CORPORATION BERHAD 067

Corporate Governance
Overview Statement

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH


STAKEHOLDERS

I. Communication with Stakeholders

Corporate Disclosure

The Company recognises the importance of keeping its shareholders, investors and stakeholders informed of the Group’s
performance and corporate developments. The Board maintains a high level of transparency and accountability in its disclosure
procedures by observing the corporate disclosure framework under Bursa Malaysia Securities Berhad Main Market Listing
Requirements and other regulatory bodies to provide timely and material information of the Group to the public at large to
facilitate their decision-making process. The Board also refers to the “Corporate Disclosure Guide” issued by Bursa Malaysia
Securities Berhad to address the gaps (if any) and to enhance the quality of its disclosure practices.

Pertinent and updated information of the Group is disseminated vide media conferences, press releases, corporate
reports, circulars and announcements from time to time. The Board also leverages on its website to provide quick access
to information on the Group to its stakeholders. Alternatively, the Group’s latest announcements on financial reports and
corporate developments can be retrieved from Bursa Malaysia Securities Berhad’s website at www.bursamalaysia.com.

II. Conduct of General Meetings

General Meetings

General Meeting is a crucial mechanism in shareholders communication and remains the principal forum for dialogue
with shareholders of the Company. At general meetings, shareholders, their appointed proxies or authorised corporate
representatives have direct access to the Board and senior management and are given the opportunity to discuss about the
resolutions being proposed or about the Group’s businesses and operations in general.

Pursuant to Paragraph 8.29A of the MMLR, all resolutions set out in the notice of any general meeting, or in any notice of
resolution which may properly be moved and is intended to be moved at any general meeting of the Company, shall be voted
by poll based on the principle of “one share one vote”, and the Company shall appoint at least 1 scrutineer to validate the
votes cast at the general meeting. The mandatory poll voting ensures fairness, transparency and effective representation of
the members in general meetings of the Company.

Shareholders are able to find out the poll results at the respective general meetings, on the Company’s website as well as the
Company’s announcements to Bursa Malaysia Securities Berhad at www.bursamalaysia.com.

To ensure that shareholders are given sufficient notice and time to consider the resolutions that will be discussed and decided
at an AGM, the Company serves a longer notice period of 28 days or more to its shareholders to enable outstation or overseas
shareholders in particular, to participate fully in the AGM. All the Directors of the Company shall attend the AGM and to
provide meaningful response to the questions raise by the shareholders, their appointed proxies or authorised corporate
representatives.

CONCLUSION

The Board is satisfied that the Company has substantially complied with the Principles and Recommendations set out in the MCCG
throughout the FY2021. Where a specific Practice of the MCCG has not been observed during the financial period under review, the
departure has been explained in the Corporate Governance Report of the Company.

This statement is made in accordance with a resolution of the Board of Directors of Bonia Corporation Berhad dated
07 October 2021.
068 BONIA CORPORATION BERHAD • Annual Report 2021

Report of the Audit & Risk


Management Committee

The Board of Directors of Bonia Corporation Berhad (“Board”) is pleased to present the Report of the Audit & Risk Management
Committee (“ARC”) for the FY2021.

RESPONSIBILITIES OF THE ARC

The responsibilities of the ARC are set out in the Audit & Risk Management Committee Charter duly approved by the Board, a copy
of which is posted on the Company’s website.

Being a delegated body of the Board, the ARC is empowered to investigate any matter within its purview at the cost of the Company.
Information pertaining to the Group is made available to the ARC members to ease their investigation role, and the ARC received
full support from the Board members, Company Secretaries, Internal and External Auditors as well as the staff of the Group in
discharging its duties during the FY2021.

All members of the ARC undertook continuous professional development to keep themselves abreast of relevant developments in
accounting and auditing standards, practices and rules.

MEMBERSHIP AND MEETINGS

Since the commencement of the FY2021, there were changes occurred in the composition of the ARC due to the changes in the
Board as follows:

Period Membership Designation


01.05.2020 - Chairman: Datuk Ng Peng Hong @ Ng Peng Hay Senior Independent Non-Executive Director
09.08.2020 (1) Member: Chong Sai Sin Independent Non-Executive Director
10.08.2020 - Chairman: Datuk Ng Peng Hong @ Ng Peng Hay Senior Independent Non-Executive Director
to-date Member: Chong Sai Sin Independent Non-Executive Director
Member: Azian Binti Mohd Yusof Independent Non-Executive Director

Note:
(1)
Bursa Malaysia Securities Berhad has granted an extension of time up to 31 October 2020 for the Company to comply with
Paragraph 15.19(1)(a) of the Main Market Listing Requirements

All ARC members possess a wide range of necessary skills to discharge their duties. They are financially literated and are able to
understand matters under the purview of the ARC including the financial reporting process.

During the FY2021, the ARC members met 5 times, with the following record of attendance:

ARC member No. of meetings attended/held


Datuk Ng Peng Hong @ Ng Peng Hay 5/5
Chong Sai Sin 5/5
Azian Binti Mohd Yusof (1) 5/5

Note:
(1)
Appointed as ARC member with effect from 10 August 2020

Other regular attendees at the ARC meetings included the invited Executive Directors, senior or middle management, and
representatives from the Internal or External Auditors, to assist the ARC’s discussions and consideration of reports, and to answer
questions in relation to internal or external audit reviews and improvement recommendations. The ARC Chairman will then report
on key issues discussed at each meeting to the Board for their further considerations and deliberations. A private discussion between
the ARC and the External Auditors was held in the FY2021 to provide additional opportunity for open dialogue and feedback
without the presence of the Executive Directors and management.
02 Corporate Governance • BONIA CORPORATION BERHAD 069

Report of the Audit & Risk


Management Committee

KEY AREAS OF FOCUS FOR THE ARC

The ARC’s annual work plan for the FY2021 focused on 5 key areas covering the: (i) financial reporting, (ii) risk management and
internal control, (iii) internal audit, (iv) external audit, (v) related party transactions, and conflict of interest.

Financial reporting The ARC reviewed the quarterly reports and year-end financial statements before recommending
to the Board for consideration and approval, and concluded that the going concern assumption,
changes in or implementation of accounting policies and practices, significant audit adjustments,
and major judgmental areas made by the management in those quarterly reports and year-end
financial statements, were in compliance with approved accounting standards, regulatory and other
legal requirements for financial reporting, and those reports were fair and reasonable in reflecting
the Group’s business performance.

Risk management and The ARC assessed the risk profile, risk appetite, levels of tolerance of the Group, challenged
internal control and tested on the adequacy and integrity of the internal control system in place to manage the
selected areas representing significant risks, considered the findings and recommendations made
by the Internal and External Auditors and management’s response or actions to mitigate control
deficiencies, and concluded that the risk management and internal control system of the Group is
continuously being enhanced to safeguard the shareholders’ investments and the Group’s assets.

Internal audit The ARC assessed the internal audit plan, audit methodology, remuneration, scope of works, and
reports on audit findings and recommendations presented by the Internal Auditors, considered the
management’s response and follow up actions thereto to ensure significant findings are adequately
addressed by the management. The ARC concluded that the internal audit processes duly completed
by the Internal Auditors in FY2021 were adequate, added value and improved the efficiency of the
operations of the Group.

External audit Prior to the commencement of annual audit, the ARC reviewed the audit plan, audit strategy, scope
of work, independence, objectivity and remuneration proposed by the External Auditors. Thereafter,
the ARC discussed with the External Auditors their audit findings, audit reports, management letters
and management’s response to the concerns raised by the External Auditors. It was concluded that
the audit processes carried out by the External Auditors were comprehensive and added credibility
to Group’s financial statements which allowed the stakeholders of the Group to use them with
greater confidence.

Related party transactions, In accordance with the threshold and provisions specified in Chapter 10 of the Main Market
and conflict of interest Listing Requirements of Bursa Malaysia Securities Berhad (“BMSB”), and the methods and
procedures to govern the requirements of related party transactions (“RPT”) and recurrent related
party transactions (“RRPT”) duly established by the Company, the ARC identified, tracked and
monitored the potential and existing RPT and RRPT of the Group. Due consideration being given to
the nature and class of such transactions that are supposed to be consistent with the ordinary course
of the Group’s business, undertaken on an arm’s length basis at the prevailing prices or market rates
and are based on usual and fair commercial terms not more favorable to related parties than those
generally available to the public, or otherwise in accordance with the applicable industry norms.
Where there is no market value for a particular transaction, the transaction will be on a willing
buyer willing seller basis or the nearest equivalent. These transactions are also not prejudicial to
the interest of the shareholders of the Company and not detrimental to its minority shareholders.
The ARC also reviewed the appropriateness of the relevant announcements to BMSB, Circular to
Shareholders and disclosure made in the Annual Report of the Company.

After making all the necessary enquiries to the management and Directors of the Company, the ARC
reported to the Board that they have no knowledge of the existence of any conflict of interest within
the Group during the FY2021.
070 BONIA CORPORATION BERHAD • Annual Report 2021

Report of the Audit & Risk


Management Committee

THE INTERNAL AUDIT FUNCTION

The Group’s internal audit function was being outsourced to M/s NeedsBridge Advisory Sdn. Bhd. (“NBSB”). NBSB is a
professional firm that has adequate resources and appropriate standing to undertake its activities independently and objectively
to provide reasonable assurance to the ARC regarding the adequacy and effectiveness of risk management, internal control and
governance systems. The Internal Auditors report directly to the ARC. All NBSB personnel assigned to undertake internal audit on
Bonia Group are free from any relationships or conflicts of interest which could impair their objectivity and independence. They are
competent and experienced, and are able to access information of the Group for them to carry out the audit function in accordance
with the Group’s “Risk Management And Internal Control Framework” effectively.

NBSB adopts a risk-based methodology in its work and undertakes regular risk and vulnerability assessment on the business units
(operational and non-operational) within the Group, highlights significant weaknesses and makes appropriate recommendations for
improvement to ensure proper, economic and effective use of resources of the Group.

The internal audit plans presented by NBSB were reviewed and approved by the ARC and endorsed by the Board. All in, 3 audit
visits to the targeted business units that represented the key risk areas were carried out in FY2021. During the audit visits, the
representatives of the Internal Auditors had tested the efficiency and effectiveness of the risk management and internal control
system of those business units, benchmarked them against the industry practices and suggested appropriate processes and procedures
to mitigate the control deficiencies. The relevant findings, management’s response and/or recommendations were reported to the
ARC, and thereafter to the Board in their quarterly meetings held. The fee incurred for the FY2021 in relation to the internal audit
function is RM41,340.

THE EXTERNAL AUDITORS

The ARC places great importance on the quality and effectiveness of the audit services of the External Auditors and considers the
appointment or re-appointment (as the case may be) of the External Auditors annually.

The following areas are essential upon evaluating the performance of the External Auditors for the FY2021:

Independence The ARC received a written assurance from the External Auditors confirming that they are, and have been,
and independent throughout the conduct of the audit engagement in accordance with the terms of all relevant
objectivity professional and regulatory requirements.

The External Auditors also informed the ARC that:


• M/s BDO PLT is seeking for its re-appointment at the forthcoming 30th AGM of the Company; and
• Chan Wai Leng is the Lead Audit Partner responsible for the Group’s audit for FY2021, and will continue
her role should M/s BDO PLT be re-appointed External Auditors of the Company.

Effectiveness The ARC met with the Executive Directors and management to obtain their feedback pertaining to the
effectiveness of the External Auditors, judging from the thoroughness of their audit approach and methodology,
the competency, experience and integrity of their key personnel, and the quality of the audit delivery.

Audit and In relation to the audit services provided by M/s BDO PLT for the FY2021, the shareholders of the Company have
Non-Audit granted their approval for the Board to determine the remuneration of the External Auditors at the Company’s 29th
Fees AGM held on 30 November 2020.

During the FY2021, the External Auditors also rendered non-audit services to the Group including the review
of the Company’s Statement on Risk Management & Internal Control, agreed upon procedures of subsidiary
companies’ gross sales statements to landlords, and etc.

After due consideration, both the ARC and the Board were of the view that the following audit and non-audit fees
for the FY2021 duly incurred M/s BDO PLT and its affiliates are fair and reasonable, and the provision of the
non-audit services to the Group did not impair, or was not perceived to impair the independence and objectivity
of the External Auditors:

Fee incurred Audit Fee Non-Audit Fee


RM’000 RM’000
The Company 68 88
The subsidiaries of the Company
- Continuing oeprations 573 18
- Discontinuing oeprations 54 24
02 Corporate Governance • BONIA CORPORATION BERHAD 071

Report of the Audit & Risk


Management Committee

THE EXTERNAL AUDITORS (continued)

The performance evaluation on the External Auditors duly conducted in September 2021 indicated a satisfactory result to the
ARC and recommendation was made to the Board for the re-appointment of the External Auditors. The Board has accepted this
recommendation and a resolution for the re-appointment will be put to the shareholders at the forthcoming 30th AGM of the Company.

RECURRENT RELATED PARTIES TRANSACTIONS OF REVENUE OR TRADING NATURE (RRPT)

During the FY2021, the ARC also closely monitored all the RRPT undertook by Bonia Group and concluded that those RRPT
were conducted on arm’s length basis, under normal commercial terms consistent with the Group’s business practices, on terms
not more favourable to the related parties than those generally available to the public and were not to the detriment of the minority
shareholders of the Company.

The class and nature of the RRPT of Bonia Group are tabulated as follows:

Actual aggregate
Interested directors, major value transacted
RRPT Transacting Transacting related shareholders and/or persons Nature of during FY2021
No. party party connected with them transactions RM’000
1. Bonia Group Long Bow Chiang Sang Sem and persons Payment of office 429
Manufacturing (S) connected with him (including their rental to LMS
Pte. Ltd. (“LMS”) family); and Chiang Boon Tian (a
director of Bonia’s subsidiaries)
and persons connected with him
(including their family)
2. Bonia Group Speciale Eyewear Datuk Chiang Heng Kieng and Purchase of eyewear 151
Sdn. Bhd. (“SESB”) persons connected with him from SESB
(including their family)
3. Bonia Group Speciale Eyewear Datuk Chiang Heng Kieng and Sell of bags and 4
Sdn. Bhd. (“SESB”) persons connected with him accessories to SESB
(including their family)
4. Bonia Group Speciale Eyewear Datuk Chiang Heng Kieng and Rent of office space 45
Sdn. Bhd. (“SESB”) persons connected with him to SESB
(including their family)
5. Bonia Group Bonia International Chiang Sang Sem and persons Payment of Bonia, 630
Holdings Pte. Ltd. connected with him (including their and Sembonia
(“BIH”) family) trademarks royalties
to BIH

The aggregate value of the RRPT transacted during the FY2021 as compared to the net assets of Bonia Group as reported in the
Audited Financial Statements FY2021 of Bonia Corporation Berhad is 0.3%.

CONCLUSION

The Board is of the view that the ARC and all its members have discharged their duties and responsibilities effectively during the
FY2021 and the new ARC members will strive to maximise the quality of the risk management, internal control and governance
framework of the Group.

This statement is made in accordance with a resolution of the Board of Directors of Bonia Corporation Berhad dated
07 October 2021.
072 BONIA CORPORATION BERHAD • Annual Report 2021

Statement on Risk Management


& Internal Control

The Board of Directors of Bonia Corporation Berhad (“Board”) is pleased to present its Statement on Risk Management & Internal
Control for the FY2021, which has been prepared pursuant to Paragraph 15.26(b) of the Main Market Listing Requirements of
Bursa Malaysia Securities Berhad (“MMLR”) and as guided by the Statement on Risk Management & Internal Control: Guidelines
for Directors of Listed Issuers (“SRMIC Guidelines”). This statement outlines the nature and state of risk management and internal
controls of the Group (comprising the Company and its subsidiaries) during the FY2021. The associated companies of the Group
have not been dealt with as part of the Group for the purposes of applying these guidelines.

BOARD RESPONSIBILITIES AND ASSURANCE

Cognizant of the importance of the Group’s risk management and internal control system to safeguard the shareholders’ investment
and the Group’s assets, the Board strives to apply a risk-sensitive approach in identifying, evaluating and managing significant risks
that may affect the Group’s businesses. The Group’s internal control system encompasses all types of control including those of a
strategic, operational, reporting and compliance nature, and it is being closely monitored and adjusted to be consistent with the risk
appetite and tolerance levels set by the Board.

The management assists the Board in embedding risk management and internal control system in all aspects of the Group’s activities.
They play a key role in ensuring the sanctioned practices, processes and procedures to address current and emerging risks are
appropriately implemented throughout the Group, and to promptly report any significant deficiencies and weaknesses of the control
environment to alleviate and manage such risks.

In view of the limitations that are inherent in any systems of risk management and internal control, the Group’s system of risk
management and internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives, and
can only provide reasonable but not absolute assurance against material misstatement or loss.

For the FY2021, the Board has received assurance from its: (i) Founder and Group Executive Chairman, and (ii) Group Finance
Director where, to the best of their knowledge, the Group’s risk management and internal control systems are operating adequately
and effectively in all material aspects, based on the Risk Management and Internal Control Framework adopted by the Group.

The Board confirms that there is a continuous process in place to identify, evaluate and manage the significant risks that may affect
the achievement of business objectives. The process which has been instituted throughout the Group is updated and reviewed from
time to time to suit the changes in the business environment and this ongoing process has been in place for the whole FY2021 and
up to the date of issuance of the Company’s Annual Report FY2021.

RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK (“RMICF”)

Group’s Objectives

The Group’s RMICF is geared to achieving its objectives that support Bonia’s mission set forth in the following 4 categories:

Strategic
These are high-level goals, aligned with and supporting the Group’s mission
objectives

Operations These pertain to effectiveness and efficiency of the Group’s operations, including operational
objectives and financial performance goals, and safeguard assets against loss
BONIA
MISSION
These pertain to internal and external financial and non-financial reporting and may
Reporting
emcompass reliability, timeliness, transparency, or other terms as set forth by regulators,
objectives recognised standard setters, or the Group’s policies

Compliance
These pertain to adherence to laws and regulations to which the Group is subject
objectives

The aforesaid objectives are set by the Board after taking into consideration on the Group’s risk appetite and tolerance level.
02 Corporate Governance • BONIA CORPORATION BERHAD 073

Statement on Risk Management


& Internal Control

RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK (“RMICF”) (continued)

Risk Management and Internal Control

Risk management and internal control shall become the concern of every individual in Bonia Group and the relevant approach shall
be consistent with the recommendations made by the:
• Enterprise Risk Management - Integrated Framework; and Internal Control - Integrated Framework, issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO); and
• Statement on Risk Management & Internal Control - Guidelines for Directors of Listed Issuers,
that involve the identification, assessment and management of risks, as well as the formalisation and implementation of effective
and efficient control processes to provide reasonable assurance regarding the achievement of the Group’s objectives in all levels of
its activities.

The Directors, management and staff of Bonia Group are guided by the following risk management and control processes in
identifying, assessing, responding, controlling, communicating and monitoring of risks on an ongoing basis:

Monitoring Event
Identification

Information & Risk


Communication Assessment

Control
Activities Risk
Response

Events Identification
All existing and potential events affecting the achievement of the Group’s objectives must be identified, distinguishing between risks and
opportunities. Opportunities are channeled back to management’s strategy or objective-setting processes

Risks Assessment
Identified risks are analysed to form a basis for determining how they should be managed, and are assessed on an inherent and a residual
basis using qualitative techniques followed by more quantitative analysis of the most important risks through risk matrix analysis

Impact Risk Management Actions


Significant Considerable management required Must manage and monitor risks Extensive management essential
Moderate Risks may be worth accepting with Management effort worthwhile Management effort required
monitoring
Minor Accept risks Accept, but monitor risks Manage and monitor risks
Low Medium High
Likelihood

Risks Response
The risk management strategy to response to risks can be: avoiding, accepting, reducing, sharing, transferring, monitoring and/or
controlling the risks, and involves developing a set of actions to align risks with the Group’s risk tolerances and risk appetite

Control Activities
Control activities through policies and procedures that contribute to the mitigation of risks to the achievement of objectives to acceptable
levels, shall be developed and deployed on a timely and appropriate manner

Information & Communication


Relevant information shall be communicated in a form and timeframe that enables all people within the Group to carry out their
responsibilities. Effective communication also occurs in a broader sense, flowing down, across and up the Group so to ensure personnel
receive clear communications regarding their roles and responsibilities in risk management and internal control processes

Monitoring
The risk management and internal control processes shall be closely monitored, and modifications be made as necessary. Monitoring is
accomplished through ongoing management activities, separate evaluations, or both
074 BONIA CORPORATION BERHAD • Annual Report 2021

Statement on Risk Management


& Internal Control

THE REPORTING AND REVIEW MECHANISM

The Board adopts a two-tier review mechanism to evaluate the adequacy and integrity of the risk management system and internal
control processes of the Group. The first aspect of the review is undertaken by the Management while the second aspect constitutes
the independent review by the ARC with the assistance of the Internal Auditors. Risk profiles and tolerance levels, significant audit
findings, audit issues highlighted in the preceding internal audit reports together with the follow up actions are being considered at
length by all parties concerned.

The Board solicits feedback on the effectiveness of risk management system and internal control processes from the ARC and seeks
continuous improvement in its RMICF to close gaps and/or mitigate deficiencies.

Board of Directors
Second-tier review
Audit & Risk
Internal Auditors
Management Committee

Risk Management
Working Committee
First-tier review
Management

Management
Management are tasked to implement the policies and procedures on risk management and internal control sanctioned by
the Board. Major day-to-day risk management and internal control issues shall be communicated to the Risk Management
Working Committee for evaluations and actions

Risk Management Working Committee (“RMC”)


RMC comprises Executive Directors of Bonia with the other members who should have in-depth knowledge of the
operation and/or financial aspects of risk management and internal control being selected from the Management to resolve
the major day-to-day risk management and internal control issues duly reported by the Management. RMC also undertakes
the first-tier review on the efficiency and effectiveness of the Group’s risk management and internal control processes on a
regular basis with issues that require the attention of the Board be communicated to the ARC for further deliberations

Internal Auditors
The Internal Auditors is an independent function that reports directly to the Audit & Risk Management Committee, and
thereafter to the Board. It performs internal audit on various activities within the Group based on the Internal Audit Plan
approved by the ARC by adopting risk-based methodology, recommends the best practices to enhance the quality of the
risk management, internal control and governance systems of the Group, and provide reasonable assurance to the ARC on
the efficiency and effectiveness of such systems

Audit & Risk Management Committee (“ARC”)


The ARC is composed of Independent Directors of Bonia. It conducts second-tier risk management assessments, review
internal control processes and evaluate the adequacy and integrity of the risk management, internal control and governance
systems of the Group independently on a regular basis, and reports to the Board of Bonia for further evaluations and
actions

Board of Directors
The Board sets business objectives for the Group, establishes risk profiles, determines and adjusts risk appetite and
tolerance levels, ensures appropriate policies and procedures are in place to manage those significant risks within the
Group, performs regular checks on the health of the Group’s risk management, internal control and governance systems,
and seeks continuous improvement to close gaps and/or mitigate deficiencies
02 Corporate Governance • BONIA CORPORATION BERHAD 075

Statement on Risk Management


& Internal Control

KEY RISKS ASSESSMENT AND INTERNAL CONTROL PROCESSES

The Board undertook a detailed assessment of the risks of Bonia Group. Key risks were identified, analysed, and categorised as follow:

Strategic Risks Operational Risks


• Growth strategy • Boutiques/outlets management
• Competition • Supply chain management
• Branding/image • Resources management
• Strategic investment • Information Technology
• Sustainability • Quality control
BONIA
GROUP
Financial Risks Hazard Risks
• Liquidity • Employee safety and health
• Cost of capital • Office/factory/boutique/outlet safety
• Credit risk and health
• Foreign exchange risk • Natural disasters
• Pandemic

These inherent risks may have an adverse impact on the Group’s business operations, financial condition and its growth momentum.
The risks above are not exhaustive and new risks emerge from time to time. The Board will constantly review its risk profiles to
include those new risks that may be significant to the Group.

The key elements of the Group’s risk management system and internal control processes are described below:

• There are proper documentations to define the responsibilities and functions of the Board and each of its committees.

• Internal policies and procedures are in place, which are updated as and when necessary.

• There is an organisation structure with clearly defined lines of responsibility, limits of authority and accountability aligned to
business and operations requirements which supports the maintenance of a strong control environment.

• There is a clearly defined delegation of responsibilities to the Management of operating units who ensure that appropriate risk
management and control procedures are in place. The Group identifies the key risks by line of business and key functional
activities.

• There are procedures for investment appraisal covering the acquisition or disposal of any business, application of capital
expenditure and approval on borrowing, with post implementation reviews be conducted and reported.

• Actual performances would be reviewed against budgeted results on a quarterly basis, allowing timely response and corrective
actions to be taken to mitigate risks.

• Comprehensive management accounts and reports are prepared monthly for effective monitoring and decision-making.

• Regular meetings are held and attended by directors and senior management to discuss and report on operational performance,
business strategies, key operating statistics, legal and regulatory matters of each business unit where plans and targets are
established for business planning and budgeting process.

• Review of quarterly and annual financial reports by the Audit & Risk Management Committee (ARC) and the Board.

• Working committees are established (as and when required) as part of the stewardship team to conduct study on various
business processes and functions to identify key elements that are vital to achieve the Group’s mission and goals.

• Given the strategic plans of the Group, the risk profiles, risk appetite and tolerance level would be adjusted where necessary to
add value to the risk management and control system and for mitigative actions.
076 BONIA CORPORATION BERHAD • Annual Report 2021

Statement on Risk Management


& Internal Control

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS

Pursuant to Paragraph 15.23 of the MMLR, the External Auditors have reviewed this Statement on Risk Management & Internal
Control. As set out in their terms of engagement, the procedures were performed in accordance with Audit and Assurance Practice
Guide 3: Guidance for Auditors on Engagements To Report On The Statement on Risk Management and Internal Control Included
In the Annual Report (“AAPG3”), issued by Malaysian Institute of Accountants. AAPG3 does not require the External Auditors
to consider whether the Statement on Risk Management & Internal Control covers all risks and controls, or to form an opinion
on the adequacy and effectiveness of the risk management system and internal control processes of the Group. AAPG3 also does
not require the External Auditors to consider whether the processes described to deal with material internal control aspects of
any significant problems disclosed in the Annual Report FY2021 would, in fact, remedy the problems. Based on their procedures
performed, the External Auditors have reported to the Board that nothing has come to their attention that causes them to believe that
this Statement on Risk Management & Internal Control is not prepared, in all material respects, in accordance with the disclosures
required by Paragraphs 41 and 42 of the SRMIC Guidelines, nor is it factually inaccurate.

CONCLUSION

The Board is of the view that the Group’s system of risk management and internal controls is generally satisfactory and has not
resulted in any material loss, contingency or uncertainty. The Board and Management will continue to take necessary measures to
strengthen the control environment and monitor the health of the risk management and internal controls processes of the Group.

This statement is made in accordance with a resolution of the Board of Directors of Bonia Corporation Berhad dated
07 October 2021.

Directors’ Responsibility
Statement

Pursuant to the Companies Act 2016 (“CA2016”) and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad,
the Directors have prepared the Consolidated Financial Statements of the Group and of the Company for the FY2021 that gave a true
and fair view of the financial position of the Group and of the Company as at the end of the financial year as well as their financial
performance, and cash flows for the financial year in accordance with the applicable Malaysian Financial Reporting Standards, the
International Financial Reporting Standards and the relevant provisions of CA2016.

In preparing the said Consolidated Financial Statements, the Directors have:

• adopted suitable accounting policies and then applied them consistently;


• made judgements and estimates that are reasonable and fair;
• ensured that applicable accounting standards have been followed, subject to any material departures disclosed and explained in
the financial statements; and
• prepared the financial statements on a going concern basis.

The Directors are responsible for ensuring that the Group and the Company keep proper accounting records which disclose with
reasonable accuracy at any time the financial position, financial performance, and cash flows of the Group and of the Company and
to enable them to ensure that the financial statements are in compliance with CA2016.

The Directors have a general responsibility for taking such steps that are reasonably available to them to maintain a sound risk
management framework and internal control system to safeguard the shareholders’ investment and the assets of the Group and of
the Company and to prevent and detect fraud and other irregularities.

This statement is made in accordance with a resolution of the Board of Directors of Bonia Corporation Berhad dated
07 October 2021.
03 Other Informations • BONIA CORPORATION BERHAD 077

List of
Properties
Held by the Group as at 30 June 2021

Age of Carrying
Existing Building Area Amount Date of
Location of Property Description Tenure Use (Year) (Sq Ft) RM’000 Acquisition
CB HOLDINGS (MALAYSIA) SDN. BHD.
QT No. 85228 Lot No. 2794 Shopping Freehold Vacant 27 432 200 17/05/1993
UG-31, Upper Ground Floor, Complex Lot
Cheras Sentral Mall,
Batu 6, Jalan Cheras,
56000 Kuala Lumpur

PN No. 1339 Lot No. 385 Shopping Leasehold Vacant 35 1,806 500 29/08/1994
Unit 2B, 3.04 & 3.05, Complex Lot (Expiring in
KOMTAR Shopping 2084)
Complex,
10000 Pulau Pinang

PN No. 1339 Lot No. 385 Office Lot Leasehold Vacant 35 1,134 150 31/12/1994
Unit C2, 4.03B, (Expiring in
KOMTAR Shopping 2092)
Complex,
10000 Pulau Pinang

CASA BOLOGNA SDN. BHD.


Geran 34325 Freehold Land Freehold Rented Out N.A. 17,287 40,000 17/08/2020
Lot 510, Seksyen 067,
Jalan Bukit Bintang,
55100 Kuala Lumpur

H.S.(D) 119062 Freehold Land Freehold Vacant N.A. 5,145 11,320 17/08/2020
PT133, Seksyen 067,
Jalan Delima,
55100 Kuala Lumpur

LONG BOW MANUFACTURING SDN. BHD.


PM 1471 Lot No. 8417 Industrial Land Leasehold Office cum 35 135,100 3,951 07/02/1989
Lot 18, Merlimau and Building (Expiring in Factory
Industrial Estate, 2085)
Phase ll, 77300
Merlimau, Melaka

Lot No. PT 683 HS (D) 1499 Single-Storey Freehold Hostel 28 3,199 116 12/06/1992
No. 1483, Jalan Jasin, Semi-detached
Tmn Bunga Muhibbah, House
77300 Merlimau, Melaka

GRN No. 57103 6-storey Freehold R&D 13 13,713 8,212 31/01/2008


Lot No. 21085 Industrial Centre cum
No. 60, Jalan Kilang Midah, Building Warehouse
Taman Midah, Cheras,
56000 Kuala Lumpur

PM 454, Lot 3226 Industrial Land Leasehold Vacant N.A. 85,917 624 08/02/2011
Mukim Sempang (Expired in
Daerah Jasin 2081)
Negeri Melaka
078 BONIA CORPORATION BERHAD • Annual Report 2021

List of
Properties
Held by the Group as at 30 June 2021

Age of Carrying
Existing Building Area Amount Date of
Location of Property Description Tenure Use (Year) (Sq Ft) RM’000 Acquisition
LUXURY PARADE SDN. BHD.
HS(D) No. 182 PT15 SEK 4 Shopping Freehold Rented Out 23 1,038 785 19/03/1995
Unit No. G0.07, Complex Lot
Plaza Bukit Mertajam,
566, Jalan Arumugam Pillai,
14000 Bukit Mertajam,
Pulau Pinang

Strata Geran 61152/M1/1/2 Club House Freehold Rented Out 15 7,599 1,000 03/02/2005
Strata Geran 61152/M1/B1/1 (Partially)
The Club House,
Angkasa Condominium,
No. 5, Jalan Puncak Gading,
Taman Connaught, Cheras,
56000 Kuala Lumpur

Strata Geran 61152/M1/1/2 Condominium Freehold Rented Out N.A. - - 20/06/2008


154 Units of Parking Bay, Covered & (Partially)
Angkasa Condominium, Uncovered Car
No. 5, Jalan Puncak Gading, Parks
Taman Connaught, Cheras,
56000 Kuala Lumpur

HS(D) No 76874-76878 Shopping Leasehold Under N.A. 524 - 23/05/1996


PT 92 - 96 Complex Lot (Expiring in Construction
Unit No L1-046 Plaza Rakyat 2081)
Pudu, Kuala Lumpur

PN(WP) 10228 3-storey Leasehold Warehouse 11 13,595 3,408 15/01/2008


Lot No. 31627 Detached (Expiring in
No. 5, Jln Orkid Desa, Factory 2085)
Desa Tun Razak, Cheras,
56000 Kuala Lumpur

Geran 61154 Lot 39891 Commercial Freehold Rented Out 7 4,241 4,449 16/11/2020
Lot G-01 & GR-01, Units with
Ground Floor, Covered
Ikon Connaught, Car Parks
Lot 160, Jalan Cerdas,
Taman Connaught, Cheras,
56000 Kuala Lumpur
and 99 Units of Parking Bay
Strata Geran 61154/M1/2/18

Geran 61154 Lot 39891 Commercial Freehold Rented Out 7 2,874 3,010 16/11/2020
Lot G-03A & Units with
GR-03A, Ground Floor Covered
Ikon Connaught, Car Parks
Lot 160, Jalan Cerdas,
Taman Connaught, Cheras,
56000 Kuala Lumpur
and 59 Units of Parking Bay
Strata Geran 61154/M1/2/15
03 Other Informations • BONIA CORPORATION BERHAD 079

List of
Properties
Held by the Group as at 30 June 2021

Age of Carrying
Existing Building Area Amount Date of
Location of Property Description Tenure Use (Year) (Sq Ft) RM’000 Acquisition
LUXURY PARADE SDN. BHD. (continued)
Geran 61154 Lot 39891 Commercial Freehold Rented Out 7 1,679 2,538 16/11/2020
Lot G-11 & GR-11, Units with
Ground Floor, Covered
Ikon Connaught, Car Parks
Lot 160, Jalan Cerdas,
Taman Connaught, Cheras,
56000 Kuala Lumpur
and 100 Units of
Parking Bay
Strata Geran 61154/M1/2/8

Geran 61154 Lot 39891 1 unit Office Freehold Office 7 801 631 02/08/2017
Parcel No. L5-06, Suites
Ikon Connaught,
Lot 160, Jalan Cerdas,
Taman Connaught, Cheras,
56000 Kuala Lumpur

Geran 61154 Lot 39891 3 unit Office Freehold Office 7 2,163 1,308 01/10/2014
Parcel No. L6-03A, Suites
L6-05, L6-06
Ikon Connaught,
Lot 160, Jalan Cerdas,
Taman Connaught, Cheras,
56000 Kuala Lumpur

Geran 61154 Lot 39891 17 unit Office Freehold Office 7 18,747 9,141 11/05/2011
Parcel No. L7-01, L7-02, Suites
L7-03, L7-03A,
L7-05, L7-06, L7-07,
L7-08, L7-09, L7-10, L7-11,
L7-12, L7-13, L7-13A,
L7-15, L7-16, L7-17
Ikon Connaught,
Lot 160, Jalan Cerdas,
Taman Connaught, Cheras,
56000 Kuala Lumpur

Geran 61154 Lot 39891 8 unit Office Freehold Office 7 15,347 7,884 13/06/2012
Parcel No. L8-01, L8-02, Suites
L8-03, L8-03A,
L8-05, L8-06, L8-07, L8-08
Ikon Connaught,
Lot 160, Jalan Cerdas,
Taman Connaught, Cheras,
56000 Kuala Lumpur

HS(D) No. 131905 6-storey Office Freehold Office and 7 65,574 27,125 19/10/2011
PT No. 49975 Building Warehouse
Block A, Platinum Cheras
Jalan Cheras Zen 1A,
Cheras, 43200
Selangor Darul Ehsan
080 BONIA CORPORATION BERHAD • Annual Report 2021

List of
Properties
Held by the Group as at 30 June 2021

Age of Carrying
Existing Building Area Amount Date of
Location of Property Description Tenure Use (Year) (Sq Ft) RM’000 Acquisition
LUXURY PARADE SDN. BHD. (continued)
HS(D) No. 131905 6-storey Office Freehold Office and 7 32,838 13,443 19/10/2011
PT No. 49975 Building Warehouse
Block B, Platinum Cheras
Jalan Cheras Zen 1A
Cheras, 43200
Selangor Darul Ehsan

HS(D) No. 131905 Covered Freehold - N.A. - 3,098 21/11/2014


PT No. 49975 Car Parks
231 Units of Parking Bay
Block A & B
Platinum Cheras
Jalan Cheras Zen 1A
Cheras, 43200
Selangor Darul Ehsan

MAHA ASIA CAPITAL SDN. BHD.


Geran 27239 Lot 457 Land with Freehold Rented Out N.A. 15,109 24,000 29/10/2013
Seksyen 67 Single-storey
No.10, Jalan Delima, Detached
55100 Kuala Lumpur House

PT ACTIVE WORLD
D23 & D25, Jln Marina 3-storey Leasehold Office and 17 4,037 1,110 27/06/2011
Raya Rukan Cordoba, Shop-office (Expiring in Warehouse
Pantai Indah Kapuk, 2032)
Jakarta Utara, Indonesia

Unit no. 19-09, Office Suite Leasehold Rented Out 4 2,777 2,731 25/09/2012
Pakuwon Center (Individual
Tunjungan Plaza (City), title not yet
Jalan Embong Malang, issued
Surabaya, Indonesia

Unit B-02, Waterplace 3 1/2-storey Leasehold Vacant 12 2,260 1,169 24/10/2012


Residence, Shop-office (Individual
Pakuwon Indah, title not yet
Surabaya, Indonesia issued)

PT BANYAN CEMERLANG
Boutique Office Lot 5, No. 3 6-storey Leasehold Rented Out 4 9,935 3,550 25/08/2015
Komplek Cengkareng Boutique (Individual
Business Centre Office and title not yet
Jl.Atang Sanjaya, No. 21 2-storey issued)
Rt:004 Rw:006 Basement
Kelurahan Benda
Kecamatan Benda
Kotamadya Tangerang
Banten 15125 Indonesia
03 Other Informations • BONIA CORPORATION BERHAD 081

List of
Properties
Held by the Group as at 30 June 2021

Age of Carrying
Existing Building Area Amount Date of
Location of Property Description Tenure Use (Year) (Sq Ft) RM’000 Acquisition
PT BANYAN CEMERLANG (continued)
Boutique Office Lot 5, No. 5 6-storey Leasehold Rented Out 4 9,935 3,550 25/08/2015
Komplek Cengkareng Boutique (Individual
Business Centre Office and title not yet
Jl.Atang Sanjaya, No. 21, 2-storey issued)
Rt:004 Rw:006 Basement
Kelurahan Benda,
Kecamatan Benda,
Kotamadya Tangerang,
Banten 15125 Indonesia

PT JECO INVESTMENT INDONESIA

Boutique Office Lot 5, No. 2 6-storey Leasehold Vacant 4 9,935 3,209 22/03/2016
Komplek Cengkareng Boutique (Individual
Business Centre Office and title not yet
Jl.Atang Sanjaya, No. 21 2-storey issued)
Rt:004 Rw:006 Basement
Kelurahan Benda,
Kecamatan Benda,
Kotamadya Tangerang,
Banten 15125 Indonesia

SBG HOLDINGS SDN. BHD.


GRN 50053 Lot No. 50644 6-storey Office Freehold Office cum 23 24,374 12,150 04/12/2018
No. 62, Jalan Kilang Midah cum Warehouse Warehouse
Taman Midah, Cheras
56000 Kuala Lumpur
082 BONIA CORPORATION BERHAD • Annual Report 2021

Analysis of
Shareholdings
As at 30 September 2021

Class of shares : Ordinary shares


Number of issued shares : 201,571,842 (inclusive of 576,719 treasury shares)
Voting rights : 1 vote per ordinary share held on a poll
1 vote per shareholder/proxy/corporate representative on a show of hands
Number of shareholders : 4,058
Remark : The Analysis of Shareholdings is based on the issued shares of the Company after deducting
576,719 treasury shares

DISTRIBUTION OF SHAREHOLDINGS

Number of ordinary
Number of shareholders shares held Percentage (%)
Size of shareholdings Malaysian Foreign Malaysian Foreign Malaysian Foreign
Less than 100 454 5 18,673 154 0.01 0.00
100 to 1,000 738 10 349,143 2,531 0.17 0.00
1,001 to 10,000 2,153 35 7,438,735 122,114 3.70 0.06
10,001 to 100,000 569 19 14,875,983 782,221 7.40 0.39
100,001 to less than 5% of issued shares 62 11 53,803,316 24,182,366 26.77 12.03
5% and above of issued shares 2 0 99,419,887 0 49.46 0.00
Total 3,978 80 175,905,737 25,089,386 87.52 12.48
Grand Total 4,058 200,995,123 100.00

Note:
The above information is based on the Record of Depositors as at 30 September 2021 provided by Bursa Malaysia Depository Sdn.
Bhd. and the number of holders reflected is in reference to CDS account numbers

REGISTER OF SUBSTANTIAL SHAREHOLDERS

Shareholdings
Name Direct Percentage (%) Indirect Percentage (%)
Bonia Holdings Sdn. Bhd. 54,776,484 27.25 - -
Freeway Team Sdn. Bhd. 44,643,403 22.21 - -
Chiang Sang Sem 19,323,440 9.61 111,669,283 (1) 55.56
Chiang Family Holdings Ltd - - 44,643,403 (2) 22.21

Note:
(1)
Deemed interest by virtue of: (i) his interests in Bonia Holdings Sdn. Bhd., Freeway Team Sdn. Bhd. and Kontrak Kosmomaz
Sdn. Bhd., and (ii) his interest held in trust by Able Wealth Assets Ltd (the shareholder of Able Wealth Assets Ltd is HSBC
International Trustee Ltd, the trustee of a trust, the beneficiaries of which are Chiang Sang Sem and his family members)
pursuant to Section 8 of the Companies Act 2016

(2)
Deemed interest by virtue of its interest in Freeway Team Sdn. Bhd. pursuant to Section 8 of the Companies Act 2016
03 Other Informations • BONIA CORPORATION BERHAD 083

Analysis of
Shareholdings
As at 30 September 2021

DIRECTORS’ SHAREHOLDINGS IN BONIA CORPORATION BERHAD

Shareholdings
Name Direct Percentage (%) Indirect Percentage (%)
Chiang Sang Sem 19,323,440 9.61 124,651,397(1) 62.02
Dato’ Sri Chiang Fong Tat 558,738 0.28 27,000 (2)
0.01
Dato’ Sri Chiang Fong Seng 5,954,514 2.96 - -
Chong Chin Look - - - -
Datuk Chiang Heng Kieng - - 47,520 (2)
0.02
Dato’ Sri Chiang Fong Yee 1,417,500 0.71 - -
Datuk Ng Peng Hong @ Ng Peng Hay - - - -
Azian Binti Mohd Yusof - - - -
Chong Sai Sin - - - -
Chiang May Ling 209,000 0.10 - -
(Alternate Director to Chiang Sang Sem)
Chiang Fong Chyen 216,000 0.11 - -
(Alternate Director to Datuk Chiang Heng Kieng)

Notes:
(1)
Deemed interest by virtue of: (i) his interests in Bonia Holdings Sdn. Bhd., Freeway Team Sdn. Bhd. and Kontrak Kosmomaz
Sdn. Bhd., and (ii) his interest held in trust by Able Wealth Assets Ltd (the shareholder of Able Wealth Assets Ltd is HSBC
International Trustee Ltd, the trustee of a trust, the beneficiaries of which are Chiang Sang Sem and his family members)
pursuant to Section 8 of the Companies Act 2016; AND (iii) indirect interest by virtue of his spouse and children’s direct
interests pursuant to Section 59(11)(c) of the Companies Act 2016
(2)
Indirect interest by virtue of his spouse’s interest pursuant to Section 59(11)(c) of the Companies Act 2016

DIRECTORS’ SHAREHOLDINGS IN JECO (PTE) LIMITED (70%-owned subsidiary of Bonia Corporation Berhad)

Shareholdings
Name Direct Percentage (%) Indirect Percentage (%)
Chiang Sang Sem - - 50,000 (1)
10.00

Note:
(1)
Indirect interest by virtue of his spouse and a child’s interests in BBS (S) International Pte. Ltd., a corporate shareholder holding
10% of the total number of issued shares of Jeco (Pte) Limited
084 BONIA CORPORATION BERHAD • Annual Report 2021

Analysis of
Shareholdings
As at 30 September 2021

30 LARGEST SHAREHOLDERS

No. of Percentage
No. Name of Shareholders shares held (%)
1. Bonia Holdings Sdn. Bhd. 54,776,484 27.25
2. Freeway Team Sdn. Bhd. 44,643,403 22.21
3. Chiang Sang Sem 7,983,224 3.97
4. UOBM Nominees (Tempatan) Sdn. Bhd. 7,425,216 3.69
Beneficiary: United Overseas Bank Nominees (Pte) Ltd for Chiang Sang Sem
5. HSBC Nominees (Asing) Sdn. Bhd. 6,219,288 3.09
Beneficiary: Exempt An for The HongKong And Shanghai Banking Corporation Limited
6. Kontrak Kosmomaz Sdn. Bhd. 6,030,108 3.00
7. Cartaban Nominees (Asing) Sdn. Bhd. 5,940,000 2.96
Beneficiary: SSBT Fund F9LJ for Fidelity Global Intrinsic Value Investment Trust
8. Chong See Moi 4,153,862 2.07
9. Cimsec Nominees (Tempatan) Sdn. Bhd. 4,129,506 2.05
Beneficiary: CIMB Bank for Chiang Fong Seng
10. DB (Malaysia) Nominee (Asing) Sdn. Bhd. 3,877,200 1.93
Beneficiary: Exempt An for Deutsche Bank AG Singapore
11. Citigroup Nominees (Tempatan) Sdn. Bhd. 2,523,634 1.26
Beneficiary: Employees Provident Fund Board
12. CIMB Group Nominees (Asing) Sdn. Bhd. 2,519,829 1.25
Beneficiary: Exempt An for DBS Bank Ltd
13. Maybank Nominees (Tempatan) Sdn. Bhd. 1,825,008 0.91
Beneficiary: Maybank Private Wealth Management for Chiang Fong Seng
14. Chiang Heng Pang 1,485,432 0.74
15. Chiang Fong Yee 1,417,500 0.71
16. UOB Kay Hian Nominees (Asing) Sdn. Bhd. 1,292,040 0.64
Beneficiary: Exempt An for UOB Kay Hian Pte Ltd
17. Chiang Boon Tian 1,101,060 0.55
18. HSBC Nominees (Asing) Sdn. Bhd. 1,088,856 0.54
Beneficiary: BBH and Co Boston for Fidelity Global Value Advance Equity Mother Fund
19. Alliancegroup Nominees (Tempatan) Sdn. Bhd. 1,080,000 0.54
Beneficiary: Pledged securities account for Wong Yee Hui
20. Cartaban Nominees (Asing) Sdn. Bhd. 1,080,000 0.54
Beneficiary: SSBT Fund F9N7 for Fidelity Global Growth and Value Investment Trust
21. CGS-CIMB Nominees (Asing) Sdn. Bhd. 1,019,520 0.51
Beneficiary: Exempt An for CGS-CIMB Securities (Singapore) Pte. Ltd.
22. Maybank Nominees (Tempatan) Sdn. Bhd. 851,904 0.42
Beneficiary: Maybank Trustees Berhad for Dana Makmur Pheim
23. CIMSEC Nominees (Tempatan) Sdn. Bhd. 809,997 0.40
Beneficiary: CIMB for Kwan Yoong Yu
24. CIMSEC Nominees (Tempatan) Sdn. Bhd. 700,000 0.35
Beneficiary: CIMB for Siva Kumar A/L M Jeyapalan
25. Yong Siew Moi 688,500 0.34
26. Alliancegroup Nominees (Tempatan) Sdn. Bhd. 675,810 0.34
Beneficiary: BBH and Co Boston for Fidelity Low-Priced Stock Fund
27. Cartaban Nominees (Asing) Sdn. Bhd. 589,167 0.29
Beneficiary: Pledged securities account for Lee Swee Kiat & Sons Sdn. Bhd.
28. Chong Cheong Leong 576,000 0.29
29. Chiang Fong Tat 558,738 0.28
30. Maybank Nominees (Tempatan) Sdn. Bhd. 540,000 0.27
Beneficiary: Pledged securities account for Fong York Siang
Total 167,601,286 83.39

Note:
The above information is based on the Record of Depositors as at 30 September 2021 provided by Bursa Malaysia Depository Sdn.
Bhd. and without aggregating securities from different securities accounts belonging to the same person
03 Other Informations • BONIA CORPORATION BERHAD 085

Notice of 30th
Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Thirtieth Annual General Meeting of Bonia Corporation Berhad will be held on Tuesday, 30
November 2021 at 9.30 am as a fully virtual meeting via the online platform at www.agm.virtualeagm.com.my (Domain Registration
No. with MyNIC Berhad: DIA444202) provided by AI Smartual Learning Sdn. Bhd. in Malaysia, for the following purposes:

AGENDA

ORDINARY BUSINESS

1. To lay the Audited Financial Statements for the financial year ended 30 June 2021 together Please refer to
with the reports of the Directors and Auditors thereon. Explanatory Note 2

2. To re-elect the following Directors who retire pursuant to the Constitution of the Company and
being eligible, have offered themselves for re-election:

2.1 Dato’ Sri Chiang Fong Tat - Clause 86.1 Ordinary Resolution 1
2.2 Dato’ Sri Chiang Fong Yee - Clause 86.1 Ordinary Resolution 2
2.3 Chong Sai Sin - Clause 86.1 Ordinary Resolution 3

3. To re-appoint Messrs BDO PLT as Auditors of the Company for the financial year ending 30
June 2022 and to authorise the Board of Directors to fix their remuneration. Ordinary Resolution 4

4. To approve the Directors’ fees of Bonia Corporation Berhad and its subsidiaries not exceeding
RM1,600,000 for the financial year ending 30 June 2022 to be divided amongst the Directors
in such manner as they may determine, with payment of the fees to be made semiannually in
arrears at the end of each half-year. Ordinary Resolution 5

5. To approve the Directors’ benefits of Bonia Corporation Berhad up to an amount of RM95,000


for the period from 01 December 2021 until the next Annual General Meeting. Ordinary Resolution 6

SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions, with or without modifications thereto:

6. Retention of Independent Non-Executive Director

“THAT contingent upon the passing of Ordinary Resolution 3, Chong Sai Sin shall continue
to serve as an Independent Non-Executive Director of the Company notwithstanding that his
tenure as an independent director has exceeded a cumulative term of 12 years.” Ordinary Resolution 7

7. Approval for Allotment of shares or Grant of rights

“THAT the Directors be and are hereby empowered, pursuant to Sections 75 and 76 of the
Companies Act 2016, to allot and issue not more than 20% of the total number of issued shares
of the Company (excluding treasury shares, if any) at any time, upon such terms and conditions
and for such purposes as the Directors in their absolute discretion deem fit or in pursuance of
offers, agreements or options to be made or granted by the Directors while this approval is
in force, and that the Directors be and are hereby further authorised to make or grant offers,
agreements or options which would or might require shares to be allotted and issued after the
expiration of the approval hereof, and that the Directors be and are also empowered to obtain
the approval for the listing of and quotation for the additional shares so allotted and issued on
the Bursa Malaysia Securities Berhad.” Ordinary Resolution 8
086 BONIA CORPORATION BERHAD • Annual Report 2021

Notice of 30th
Annual General Meeting

8. Proposed renewal of shareholders’ mandate to enable Bonia Corporation Berhad to


purchase up to 10% of its total number of issued shares (“Proposed Share Buy-Back”)

“THAT subject to all the applicable laws and regulations, the Directors be and are hereby
authorised to purchase the ordinary shares of the Company through the stock exchange of
Bursa Malaysia Securities Berhad at any time upon such terms and conditions as the Directors
in their absolute discretion deem fit and in the interests of the Company provided that the
aggregate number of shares purchased (which are to be treated as treasury shares) does not
exceed 10% of the total number of issued shares of the Company; and the funds allocated for
the purchase of shares shall not exceed its retained profits for the time being.

THAT the Directors be and are hereby further authorised to deal with the treasury shares in
their absolute discretion pursuant to Section 127(7) of the Companies Act 2016.

THAT such authority shall continue to be in force until the conclusion of the next annual
general meeting of the Company following the general meeting at which the Proposed Share
Buy-Back was passed at which time it will lapse, unless by an ordinary resolution passed
at that meeting, the authority is renewed either unconditionally or subject to conditions; or
the expiration of the period within which the next annual general meeting after that date is
required by law to be held; or the revocation or variation by ordinary resolution passed by the
shareholders of the Company in a general meeting, whichever occurs first.

AND THAT the Board of Directors be and is hereby authorised to do all such acts and things
(including executing such documents as may be required) in the said connection and to
delegate all or any of the powers herein vested in them to any Director(s) or any officer(s) of the
Company to give effect to the aforesaid share buy-back in the best interest of the Company.” Ordinary Resolution 9

9. To transact any other business of which due notice shall have been given.

By Order of the Board

CHONG CHIN LOOK (Membership No. MIA 8043, SSM Practising Certificate No. 202008001280)
CHOK KWEE WAH (Membership No. MACS 00550, SSM Practising Certificate No. 202008002837)
TAN KEAN WAI (Membership No. MAICSA 7056310, SSM Practising Certificate No. 202008000801)
Company Secretaries

29 October 2021
Kuala Lumpur

Notes:

1. Only a depositor whose name appears on the Record of Depositors as at 18 November 2021 shall be entitled to attend, participate, speak and
vote at this Meeting as well as for appointment of any person as his proxy(ies) to exercise all or any of his rights to attend, participate, speak
and vote at the Meeting on his stead.

2. Where a member appoints more than 1 proxy, the appointments shall be invalid unless he specifies the proportions of his shareholdings to be
represented by each proxy. However, a member shall not, subject to Paragraphs (3) and (4) below, be entitled to appoint more than 2 proxies
to attend and vote at the Meeting.

3. Where a member is an exempt authorised nominee (EAN) as defined under the Securities Industry (Central Depositories) Act 1991 which
holds ordinary shares in the Company for multiple beneficial owners in 1 securities account (omnibus account), there is no limit to the number
of proxies which the EAN may appoint in respect of each omnibus account it holds.

4. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least 1
proxy but not more than 2 proxies in respect of each securities account it holds which is credited with ordinary shares of the Company. The
appointment of 2 proxies in respect of any particular securities account shall be invalid unless the authorised nominee specifies the proportion
of its shareholding to be represented by each proxy.
03 Other Informations • BONIA CORPORATION BERHAD 087

Notice of 30th
Annual General Meeting

5. Where a member entitled to vote on a resolution has appointed more than 1 proxy, the proxies shall only be entitled to vote on any question at
the Meeting on poll provided that the member specifies the proportion of his holdings to be represented by each proxy.

6. Where a member is a corporation, it may also by resolution of its directors or other governing body authorising a person or persons to act as
its representative or representatives to exercise all or any of its rights to attend, participate, speak and vote at the Meeting on its stead.

7. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if
the appointor is a corporation, either under the corporation’s common seal or under the hand of an officer or attorney duly authorised. The
instrument appointing a proxy shall be deemed to confer authority on the appointed proxy to demand or join in demanding a poll.

The instrument appointing a proxy or proxy form and the power of attorney or other authority, if any, under which it is signed or a copy of that
power or authority, certified by an advocate and solicitor or where the member is a body corporate, the copy of the power or authority may
also be certified by an authorised officer of that member, shall be deposited at the office of the Poll Administrator, AI Smartual Learning Sdn.
Bhd. at 23-5, Menara Bangkok Bank, Berjaya Central Park, Jalan Ampang, 50450 Kuala Lumpur, Malaysia, alternatively to be submitted
electronically through enquiry@aismartuallearning.com, not less than 48 hours before the time appointed for holding the Meeting or adjourned
Meeting at which the person named in the instrument proposes to vote or in the case of a poll, not less than 24 hours before the time appointed
for the taking of the poll as may be provided or permitted under the applicable laws, and in default the instrument of proxy or proxy form shall
not be treated as valid. Faxed and photocopied copies of the duly executed Proxy Form are not acceptable.

8. Should you wish to participate at the Meeting remotely, please register electronically via the online meeting platform at www.agm.virtualeagm.
com.my by the registration cut-off date and time. Please refer to the Administrative Guide for Thirtieth Annual General Meeting as enclosed
in the Annual Report 2021 of the Company, for further details.

9. As guided by the Securities Commission Malaysia’s Guidance Note and FAQs on the Conduct of General Meetings for Listed Issuers that
was issued on 18 April 2020 and its subsequent revisions, the online meeting platform that is registered with MyNIC Berhad and hosted in
Malaysia is recognised as the meeting venue under Section 327 of the Companies Act 2016. No shareholders, proxies, corporate/authorised
representatives, or attorneys from the public are allowed to be physically present thereat on the day of the Meeting.

Explanatory Notes:

1. Pursuant to Paragraph 8.29A of the Main Market Listing Requirements, all the resolutions set out in this Notice will be put to vote by poll.

2. Item 1 of the Agenda - This item is meant for discussion only as the provision of Section 340 of the Companies Act 2016 does not require a
formal approval of shareholders for the Audited Financial Statements. Henceforth, this item is not put forward for voting.

3. Item 2 of the Agenda - The resolutions, if approved, will authorise the continuity in office of the Directors. An annual assessment on the
performance and effectiveness of the Directors (including the independence of Independent Non-Executive Directors) for the financial year
ended 30 June 2021 has been undertaken, and the result was satisfactory to the Board.

4. Item 3 of the Agenda - BDO PLT (LLP0018825-LCA & AF0206), being the Auditors of the Company for the financial year ended 30 June
2021, have expressed their willingness to continue in office.

5. Items 4 and 5 of the Agenda - Pursuant to Section 230(1) of the Companies Act 2016, the fees of the directors, and any benefits payable to
the directors including compensation for loss of employment of a director or former director of a listed company and its subsidiaries, shall be
approved at a general meeting.

The resolutions, if approved, will authorise:

(i) the payment of the Directors’ fees to the Directors of Bonia Corporation Berhad by the Company and several of its local and foreign
subsidiaries; and
(ii) the payment of the Directors’ benefits to the Non-Executive Directors of Bonia Corporation Berhad by the Company for the period from
01 December 2021 until the next AGM in year 2022 that are derived from:
(a) the fixed allowance for membership of the Audit & Risk Management Committee and the Nomination & Remuneration Committee
of RM20,000 per person per financial year; and
(b) the estimated meeting allowance based on the number of scheduled and unscheduled meetings (where necessary) of the Board and
Board committees of RM500 per day of meeting.

6. Item 6 of the Agenda - The resolution, if approved, will authorise the continuity in office of Chong Sai Sin as an independent non-executive
director of the Company notwithstanding that his tenure as an independent director has exceeded a cumulative term of 12 years from the date
of his first appointment. The Board had carried out a comprehensive independence test on the independence of Chong Sai Sin as set out in the
Corporate Governance Overview Statement of the Annual Report 2021 of the Company, and the result was satisfactory to the Board.

In line with Practice 5.3 of the Malaysian Code of Corporate Governance 2021, the Board is seeking annual shareholders’ approval through a
two-tier voting process to retain Chong Sai Sin as an independent non-executive director of the Company.
088 BONIA CORPORATION BERHAD • Annual Report 2021

Notice of 30th
Annual General Meeting

7. Item 7 of the Agenda - Pursuant to Bursa Malaysia Securities Berhad (“BMSB”)’s letter dated 16 April 2021, the Company is allowed to seek a
higher general mandate under Paragraph 6.03 of the Main Market Listing requirements (“MMLR”) of not more than 20% of the total number
of issued shares (excluding treasury shares) for issue of new securities (“20% General Mandate”) subject to fulfilment of the conditions as
stipulated therein during these trying and challenging times due to the Covid-19 pandemic. This 20% General Mandate may be utilised by
the Company to issue new securities until 31 December 2021 and thereafter, the 10% limit under Paragraph 6.03(1) of the MMLR will be
reinstated. The authorisation, if approved, and unless revoked or varied by a resolution of the Company, will expire at the conclusion of the
annual general meeting held next after the approval was given; or at the expiry of the period within which the next annual general meeting is
required by law to be held after the approval was given, whichever is the earlier.

The Board of Directors is of the view that the 20% General Mandate is in the best interest of the Company and its shareholders due to the
rising risk from the uncertain global and domestic economic environment, coupled with weak Ringgit performance, and this measure could
give access to additional fundraising flexibility for the Company to ensure its long term sustainability and to meet its funding requirements
such as working capital, operational expenditure, strategic opportunities involving equity deals and/or so forth which may require issuance of
new shares, expeditiously and efficiently, during this challenging time. In addition, any delay arising from and cost involved in convening a
general meeting to approve such issuance of shares could be eliminated.

As at the date of this Notice, no new shares in the Company were issued pursuant to the existing mandate which will lapse at the conclusion
of the forthcoming annual general meeting.

8. Item 8 of the Agenda - The details of the proposal are set out in the Circular to Shareholders dated 29 October 2021 and is published at the
Company’s website.

Statement Accompanying Notice of


Thirtieth Annual General Meeting (“30th AGM”)
[Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“MMLR”)]

Details of individuals who are standing for election as Directors

No individual is seeking election as a Director at the forthcoming 30th AGM of the Company.

Statement relating to general mandate for issue of securities in accordance with Paragraph 6.03(3) of the MMLR

The details of the general mandate are set out in Item 7 of the Explanatory Notes of the Notice of 30th AGM dated 29 October 2021.
Proxy Form
Registration No. 199101013622 (223934-T)

I/We
NRIC/Passport/Company No. Tel No.
CDS Account No. Number of shares held:
Address:

being a member of BONIA CORPORATION BERHAD [Registration No. 199101013622 (223934-T)] hereby appoint:
1. Name of Proxy NRIC/Passport No.
Email Address
Tel No. Number of shares represented
2. Name of Proxy NRIC/Passport No.
Email Address
Tel No. Number of shares represented

or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf, at the Thirtieth Annual General
Meeting of the Company to be held on Tuesday, 30 November 2021 at 9.30 am as a fully virtual meeting via the online platform at
www.agm.virtualeagm.com.my (Domain Registration No. with MyNIC Berhad: DIA444202) provided by AI Smartual Learning Sdn.
Bhd. in Malaysia or at any adjournment thereof, in the manner as indicated below:

No. Resolutions For Against


1. Ordinary Resolution 1 Re-election of Dato’ Sri Chiang Fong Tat as Director
2. Ordinary Resolution 2 Re-election of Dato’ Sri Chiang Fong Yee as Director
3. Ordinary Resolution 3 Re-election of Chong Sai Sin as Director
4. Ordinary Resolution 4 Re-appointment of Messrs BDO PLT as Auditors and to authorise the
Directors to fix their remuneration
5. Ordinary Resolution 5 Approval for Directors’ Fees for financial year ending 30 June 2022
6. Ordinary Resolution 6 Approval for Directors’ Benefits
7. Ordinary Resolution 7 Retention of Chong Sai Sin as Independent Non-Executive Director
8. Ordinary Resolution 8 Approval for Allotment of shares or Grant of rights
9. Ordinary Resolution 9 Proposed Share Buy-Back

Please indicate with an “X” or “√” in the space provided above how you wish your votes to be cast. If no specific direction as to voting
is given, the proxy will vote or abstain at his/her discretion.

Signature/Seal of the Shareholder(s): Date:

Notes:
1. Only a depositor whose name appears on the Record of Depositors as at 18 November 2021 shall be entitled to attend, participate, speak and vote at this Meeting as
well as for appointment of any person as his proxy(ies) to exercise all or any of his rights to attend, participate, speak and vote at the Meeting on his stead.
2. Where a member appoints more than 1 proxy, the appointments shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy.
However, a member shall not, subject to Paragraphs (3) and (4) below, be entitled to appoint more than 2 proxies to attend and vote at the Meeting.
3. Where a member is an exempt authorised nominee (EAN) as defined under the Securities Industry (Central Depositories) Act 1991 which holds ordinary shares in the
Company for multiple beneficial owners in 1 securities account (omnibus account), there is no limit to the number of proxies which the EAN may appoint in respect of
each omnibus account it holds.
4. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least 1 proxy but not more than 2
proxies in respect of each securities account it holds which is credited with ordinary shares of the Company. The appointment of 2 proxies in respect of any particular
securities account shall be invalid unless the authorised nominee specifies the proportion of its shareholding to be represented by each proxy.
5. Where a member entitled to vote on a resolution has appointed more than 1 proxy, the proxies shall only be entitled to vote on any question at the Meeting on poll
provided that the member specifies the proportion of his holdings to be represented by each proxy.
6. Where a member is a corporation, it may also by resolution of its directors or other governing body authorising a person or persons to act as its representative or
representatives to exercise all or any of its rights to attend, participate, speak and vote at the Meeting on its stead.
7. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation,
either under the corporation’s common seal or under the hand of an officer or attorney duly authorised. The instrument appointing a proxy shall be deemed to confer
authority on the appointed proxy to demand or join in demanding a poll.
The instrument appointing a proxy or proxy form and the power of attorney or other authority, if any, under which it is signed or a copy of that power or authority,
certified by an advocate and solicitor or where the member is a body corporate, the copy of the power or authority may also be certified by an authorised officer of
that member, shall be deposited at the office of the Poll Administrator, AI Smartual Learning Sdn. Bhd. at 23-5, Menara Bangkok Bank, Berjaya Central Park, Jalan
Ampang, 50450 Kuala Lumpur, Malaysia, alternatively to be submitted electronically through enquiry@aismartuallearning.com, not less than 48 hours before the time
appointed for holding the Meeting or adjourned Meeting at which the person named in the instrument proposes to vote or in the case of a poll, not less than 24 hours
before the time appointed for the taking of the poll as may be provided or permitted under the applicable laws, and in default the instrument of proxy or proxy form shall
not be treated as valid. Faxed and photocopied copies of the duly executed Proxy Form are not acceptable.
8. Should you wish to participate at the Meeting remotely, please register electronically via the online meeting platform at www.agm.virtualeagm.com.my by the registration
cut-off date and time. Please refer to the Administrative Guide for Thirtieth Annual General Meeting as enclosed in the Annual Report 2021 of the Company, for further
details.
9. As guided by the Securities Commission Malaysia’s Guidance Note and FAQs on the Conduct of General Meetings for Listed Issuers that was issued on 18 April 2020
and its subsequent revisions, the online meeting platform that is registered with MyNIC Berhad and hosted in Malaysia is recognised as the meeting venue under Section
327 of the Companies Act 2016. No shareholders, proxies, corporate/authorised representatives, or attorneys from the public are allowed to be physically present thereat
on the day of the Meeting.
Fold Here

Affix
stamp

To: AI Smartual Learning Sdn. Bhd.


23-5, Menara Bangkok Bank, Berjaya Central Park,
Jalan Ampang, 50450 Kuala Lumpur, Malaysia

(The Poll Administrator for the 30th AGM of Bonia Corporation Berhad)

Fold Here
03 Other Informations • BONIA CORPORATION BERHAD 091

Administrative Guide for Thirtieth


Annual General Meeting

Date and time of the 30th AGM : Tuesday, 30 November 2021 at 9.30 am
Fully virtual online meeting platform : www.agm.virtualeagm.com.my
(Domain Registration No. with MyNIC Berhad: D1A444202)
provided by AI Smartual Learning Sdn. Bhd. in Malaysia

1.0 ENTITLEMENT TO PARTICIPATE AND VOTE

1.1 Only depositors whose names appear in the Record of Depositors as at 18 November 2021 shall be entitled to participate
and/or vote remotely at the Annual General Meeting (“AGM”) or appoint a proxy/proxies to participate and/or vote on
his stead.

1.2 Eligible members are required to pre-register for the RPV at www.agm.virtualeagm.com.my to ascertain their eligibility
to participate and/or vote at the AGM remotely.

2.0 REMOTE PARTICIPATION AND ELECTRONIC VOTING FACILITIES (“RPV”)

2.1 Details of the RPV

i. The RPV is available to: individual members; proxy holders; corporate representatives; authorised nominees;
and exempt authorised nominees (individually, “participant”, and collectively, “participants”)

ii. Eligible participants are entitled to participate and/or vote remotely at the AGM using the RPV provided by
AI Smartual Learning Sdn. Bhd. at www.agm.virtualeagm.com.my from various devices such as smart phone,
tablet, laptop or computer.

iii. The quality of the participant’s connection to the live broadcast is dependent on the bandwidth and stability of
the internet of his location and the device he uses.

iv. In the event the participant encounters any issues with pre-meeting registration, submission of questions,
log-in, connection to the live streamed meeting or online voting on the meeting day, kindly contact the Poll
Administrator (details of the Poll Administrator is stated in Item 4.0 of this administrative guide) for assistance.

2.2 Appointment of Proxy(ies)

i. Members may appoint proxy(ies) to participate and/or vote at the AGM via RPV, or to appoint the Chairperson
of the Meeting as his proxy by indicating the voting instructions in the Proxy Form [otherwise the proxy(ies)
will vote at his discretion] in accordance with the notes and instructions printed therein.

ii. Please ensure that the duly completed and executed Proxy Form is deposited at the office of the Poll Administrator,
AI Smartual Learning Sdn. Bhd. at 23-5, Menara Bangkok Bank, Berjaya Central Park, Jalan Ampang, 50450
Kuala Lumpur, Malaysia not less than 48 hours before the time appointed for holding the AGM ie. latest by
Sunday, 28 November 2021 at 9.30 am. Alternatively, the duly completed and executed Proxy Form can also be
submitted electronically, through enquiry@aismartuallearning.com.

iii. Thereafter, the Poll Administrator will create a USER ID for the appointed proxy(ies) with the login credentials
be sent via email to the appointed proxy(ies) to facilitate their access to the RPV.

2.3 Appointment of Corporate/Authorised Representative(s)

i. Members who are body corporates may appoint their corporate/authorised representative(s) to participate and/
or vote at the AGM.

ii. Appointed corporate/authorised representative(s) shall: (i) provide a copy of his identity card, email address
and mobile phone number, and (ii) deposit together with the original evidence of his authority (eg. Certificate
of Appointment of Corporate Representative, Power of Attorney, letter of authority or other documents proving
authority in English or Bahasa Malaysia) to the Poll Administrator at the office of the Poll Administrator, AI
Smartual Learning Sdn. Bhd. at 23-5, Menara Bangkok Bank, Berjaya Central Park, Jalan Ampang, 50450
Kuala Lumpur, Malaysia not later than Sunday, 28 November 2021 at 9.30 am, for verification.
092 BONIA CORPORATION BERHAD • Annual Report 2021

Administrative Guide for Thirtieth


Annual General Meeting

2.0 REMOTE PARTICIPATION AND ELECTRONIC VOTING FACILITIES (“RPV”) (continued)

2.3 Appointment of Corporate/Authorised Representative(s) (continued)

iii. Thereafter, the Poll Administrator will create a USER ID for the appointed corporate/authorised representative(s)
with the login credentials be sent via email to the appointed corporate/authorised representative(s) to facilitate
their access to the RPV.

2.4 Submission of Questions

i. Pre-meeting submission of questions - Members are welcome to submit questions to the Board and/or the
Auditors of the Company in advance prior to the AGM not later than Sunday, 28 November 2021 at 9.30 am
electronically, through enquiry@aismartuallearning.com.

ii. Submission of questions during the AGM - Participants may pose questions to the Board and/or the Auditors of
the Company via real time submission of typed texts throughout the AGM.

iii. The Board will endeavour to answer the questions received at the AGM.

2.5 Voting Procedures

i. Members/proxies/corporate representatives can proceed to vote on the resolutions via the RPV at www.agm.
virtualeagm.com.my at any time from the commencement of the AGM at 9.30 am on 30 November 2021 but
before the end of the voting session which will be announced by the Chairperson of the meeting.

ii. Upon completion of the voting session, the appointed independent scrutineers will verify the poll results
followed by the Chairperson’s declaration whether the resolutions put to vote were successfully carried or
otherwise.

2.6 Procedures for RPV

Members/proxies/corporate representatives who wish to participate and/or vote at the AGM remotely via RPV are to
follow the requirements and procedures as summarised in “Annex A” as annexed hereto.

3.0 OTHERS

3.1 NO gifts/meal vouchers - There will be no distribution of gifts or meal vouchers for members/proxies/corporate
representatives who participate in the AGM.

3.2 NO recording or photography - Unauthorised recording and/or photography are strictly prohibited at the AGM.

4.0 ENQUIRY AND RPV ASSISTANCE

4.1 If you have any enquiries on the above, please contact the Poll Administrator during office hours from 9.00 am to 5.00
pm (Monday to Friday, excluding public holidays and days on which the office is closed due to regulations imposed
by the Malaysian government to curb the spread of Covid-19 pandemic, if any):

Poll Administrator : AI Smartual Learning Sdn. Bhd.


23-5, Menara Bangkok Bank, Berjaya Central Park, Jalan Ampang
50450 Kuala Lumpur, Malaysia
Contact person : Mr David Cheng
Telephone No. : +6017 770 0887
Email : davidcheng@aismartuallearning.com
03 Other Informations • BONIA CORPORATION BERHAD 093

Administrative Guide for Thirtieth


Annual General Meeting

ANNEX A : PROCEDURES FOR RPV

Procedure Action
1. Register as a user with www.agm.virtualeagm.com.my ● Registration is open from 20 November 2021 at 9.30 am until
(“AI-Portal”) 29 November 2021 at 9.30 am
● Please access the URL www.agm.virtualeagm.com.my, input
your details accordingly and click “submit”
● After verification, registration will be approved within
1 working day and you will be notified via email with the
login credentials to be sent to you. You are advised to change
the password to your preferred password for future login
● If you are already a registered user of AI-Portal, you are not
required to register again. You just need to login at the AI-
Portal on the AGM day to participate and/or vote thereat

2. Login to the RPV at www.agm.virtualeagm.com.my on


the AGM day

BEFORE
● The AI-Portal will open for access on the AGM day from 30
November 2021 at 8.30 am until the conclusion of the AGM

AFTER
● After logging in, click on the event icon to participate the
AGM

● Your screen will divert you to the event page of the AGM as
shown
● To watch live streaming, please click on the blue button
“Watch Live” on the top right corner. If you are facing issues
in watching live, please click the “Click Here” to open the
Zoom application directly

DURING THE LIVE STREAMING


● Continue watching
094 BONIA CORPORATION BERHAD • Annual Report 2021

Administrative Guide for Thirtieth


Annual General Meeting

ANNEX A : PROCEDURES FOR RPV (continued)

Procedure Action
3. Submission of questions via RPV
● If you wish to raise a question, please click the “Q&A” icon at
the bottom of your screen, type your question(s) in the Q&A
pop-up screen, and click “Send” to send in the question(s)
● There is no limitation of the number of questions that you
may raise

4. Casting of votes
● To cast your votes, please click return to the earlier tab as
shown
● Please cross check the event details, your name, NRIC
number and CDS number. If all are in order, please click the
“Vote” button to reach the voting page

● Your screen will turn to the voting page as shown


● Please vote accordingly
● Upon ready to submit your votes, please click on the blue
button “Confirm Details and Submit Vote” to complete your
voting

● To view the voting results, please click the green button


“Results”

● The voting results will be presented as shown

5. Conclusion of AGM Thank you for your participation


Financial
Statements

04096
101
Directors’ Report

Statement by Directors

101 Statutory Declaration

102 Independent Auditors’ Report


to the Members of Bonia Corporation Berhad

108 Statements of Financial Position

109 Statements of Profit or Loss and Other Comprehensive Income

110 Consolidated Statement of Changes in Equity

111 Statement of Changes in Equity

112 Statements of Cash Flows

115 Notes to the Financial Statements


096 BONIA CORPORATION BERHAD • Annual Report 2021

Directors’
Report

The Directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial
year ended 30 June 2021.

PRINCIPAL ACTIVITIES

The Company is principally an investment holding and management company. The principal activities and the details of the
subsidiaries and associates are set out in Notes 11 and 12 to the financial statements. There have been no significant changes in the
nature of these activities during the financial year ended 30 June 2021.

RESULTS

Group Company
RM’000 RM’000
Profit for the financial year 16,162 16,014

Profit for the financial year attributable to:


Owners of the parent
- from continuing operations 13,019 16,014
- from discontinuing operations 853 -
13,872 16,014
Non-controlling interests 2,290 -
16,162 16,014

DIVIDENDS

Dividends paid, declared or proposed since the end of the previous financial year were as follows:

Company
RM’000
In respect of the financial year ended 30 June 2021:

Single tier interim dividend of 2.00 sen per ordinary share, paid on 3 November 2020 3,815

Single tier interim dividend of 2.00 sen per ordinary share, paid on 6 April 2021 4,020
7,835

On 11 January 2021, the Company declared a share dividend to distribute its treasury shares to the entitled shareholders of the
Company on the basis of eight (8) treasury shares for every one hundred (100) shares of the Company held on 26 January 2021
(“Entitlement date”). On 15 February 2021, the relevant treasury shares amounting to approximately RM12,508,000 were distributed
and credited into the central depository accounts of the entitled shareholders maintained with Bursa Malaysia Depository Sdn. Bhd.
and this was accounted for in equity as an appropriation of retained earnings in the financial year ended 30 June 2021.

The Directors do not recommend any final dividend in respect of the financial year ended 30 June 2021.

On 28 September 2021, the Board of Directors declared a single tier interim dividend of 2.00 sen per ordinary share of approximately
RM4,020,000 in respect of the financial year ending 30 June 2022, to be paid on 28 October 2021 to the shareholders of the
Company whose names appear in the Record of Depositors on 13 October 2021. The dividend will be accounted for in equity as an
appropriation of retained earnings in the financial year ending 30 June 2022.

OPTIONS GRANTED OVER UNISSUED SHARES

No options were granted to any person to take up unissued shares of the Company during the financial year ended 30 June 2021.

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year ended 30 June 2021.
04 Financial Statements • BONIA CORPORATION BERHAD 097

Directors’
Report

ISSUE OF SHARES AND DEBENTURES

The Company did not issue any new shares or debentures during the financial year ended 30 June 2021.

TREASURY SHARES

During the financial year, the Company repurchased 10,113,800 of its issued ordinary shares from the stock exchange of Bursa
Malaysia Securities Berhad and held the same as treasury shares at an average buy-back price of RM0.682 per ordinary share. The
total consideration (including transaction costs) of RM6,893,000 paid for the repurchases was financed by internally generated funds.

On 11 January 2021, the Company declared a share dividend to distribute its treasury shares to the entitled shareholders of the
Company on the basis of eight (8) treasury shares for every one hundred (100) shares of the Company held on 26 January 2021
(“Entitlement date”). On 15 February 2021, the relevant treasury shares amounting to approximately RM12,508,000 were distributed
and credited into the central depository accounts of the entitled shareholders maintained with Bursa Malaysia Depository Sdn. Bhd.
as disclosed in Note 20(c) to the financial statements.

As at 30 June 2021, the Company held 576,719 (2020: 5,351,400) treasury shares out of its total issued shares of 201,571,842 (2020:
201,571,842) ordinary shares. Such treasury shares are recorded at a carrying amount of RM485,000 (2020: RM6,100,000). Further
relevant details are disclosed in Note 20(c) to the financial statements.

DIRECTORS OF BONIA CORPORATION BERHAD

The Directors who held office during the financial year and up to the date of this report are as follows:

Chiang Sang Sem - Founder and Group Executive Chairman


Dato’ Sri Chiang Fong Tat - Group Executive Director
Dato’ Sri Chiang Fong Seng - Group Executive Director
Chong Chin Look - Group Finance Director
Datuk Chiang Heng Kieng - Non-Independent Non-Executive Director
Dato’ Sri Chiang Fong Yee - Non-Independent Non-Executive Director
Datuk Ng Peng Hong @ Ng Peng Hay - Senior Independent Non-Executive Director
Chong Sai Sin - Independent Non-Executive Director
Azian Binti Mohd Yusof (1) - Independent Non-Executive Director
Chiang May Ling - Alternate Director to Chiang Sang Sem
Chiang Fong Chyen - Alternate Director to Datuk Chiang Heng Kieng
(1)
Appointed during the financial year

DIRECTORS OF SUBSIDIARIES OF BONIA CORPORATION BERHAD

Pursuant to Section 253 of the Companies Act 2016, the Directors of the subsidiaries of Bonia Corporation Berhad during the
financial year and up to the date of this report are as follows:

Chiang Sang Sem Yeow Kim Thai Liao Tien Fook


Datuk Chiang Heng Kieng Chew Siew Moy Liao Tian Sze
Chiang Sang Bon Ong May Chiun Chiang Boon Tian
Dato’ Sri Chiang Fong Tat Lee Poh Seong Chiang Fong Xiang
Dato’ Sri Chiang Fong Seng Siow Huey Loong Christiane Brunk
Chong Chin Look Chiang Sang Ling Tan Kim Eng
Datin Sri Tan Loo Yin Bong Kwan Chin Susan Silvia Gretz
Chiang May Ling Lim Ting Fong Tan Feng Nee
Chiang Fong Chyen Ting Oi Ling Chong See Moi
Chiang Sang Yau Manimaran Kanapathi (2) Fong Kok Leong (1)
Lee Eng Cheng Tan Tai Kwan (1) Liang Yow Shuih (1)
Datin Sri Chen May Yen (1) Musniarni Massewa (1)
(1)
Appointed during the financial year
(2)
Resigned during the financial year
098 BONIA CORPORATION BERHAD • Annual Report 2021

Directors’
Report

DIRECTORS’ INTERESTS

According to the Register of Directors’ Shareholdings kept by the Company under Section 59 of the Companies Act 2016 in
Malaysia, the interests of the Directors in office at the end of the financial year in the ordinary shares of the Company and its related
corporations (other than wholly-owned subsidiaries) during the financial year ended 30 June 2021 were as follows:

Number of ordinary shares


Balance Balance
as at Sold/ as at
1.7.2020 Additions Transferred 30.6.2021
The Company

Direct interests

Chiang Sang Sem 4,345,400 17,829,140 (3,000,000) 19,174,540


Dato’ Sri Chiang Fong Yee 1,312,500 105,000 - 1,417,500
Dato’ Sri Chiang Fong Seng 1,056,950 4,897,564 - 5,954,514
Dato’ Sri Chiang Fong Tat 517,350 41,388 - 558,738
Chiang May Ling 175,000 34,000 - 209,000
Chiang Fong Chyen 200,000 16,000 - 216,000

Indirect interests

Chiang Sang Sem 94,508,251 30,143,146 - 124,651,397


Dato’ Sri Chiang Fong Tat 25,000 2,000 - 27,000
Datuk Chiang Heng Kieng 44,000 3,520 - 47,520

Subsidiary company - Jeco (Pte) Limited

Indirect interests

Chiang Sang Sem 50,000 - - 50,000


Dato’ Sri Chiang Fong Seng 50,000 - (50,000) -

By virtue of his substantial interests in the Company, Chiang Sang Sem is also deemed to be interested in the ordinary shares of all
the subsidiaries to the extent that the Company has an interest.

DIRECTORS’ BENEFITS

Since the end of the previous financial year, none of the Directors have received or become entitled to receive any benefit (other
than those benefits included in the aggregate amount of remuneration received or due and receivable by the Directors as shown in
the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of
which the Director is a member, or with a company in which the Director has a substantial financial interest except for any benefit
which may be deemed to have been derived by virtue of the remuneration received and receivable by certain Directors from related
corporations in their capacity as Directors or full-time employees of those related corporations and those transactions entered into
in the ordinary course of business with companies in which certain Directors of the Company and its subsidiaries have substantial
interests as disclosed in Note 36 to the financial statements.

There were no arrangements during and at the end of the financial year, to which the Company is a party, which had the object of
enabling the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body
corporate.

DIRECTORS’ REMUNERATION

The details of Directors’ remuneration are disclosed in Note 36(c) to the financial statements.
04 Financial Statements • BONIA CORPORATION BERHAD 099

Directors’
Report

INDEMNITY AND INSURANCE FOR DIRECTORS, OFFICERS AND AUDITORS

The Company maintains a corporate liability insurance for the Directors and officers of the Group throughout the financial year,
which provides appropriate insurance cover for the Directors and officers of the Group. The amount of insurance premium paid by
the Group and the Company for the financial year ended 30 June 2021 was RM12,010.

There was no indemnity given to or insurance effected for the auditors of the Group and of the Company during the financial year.

OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY

(I) AS AT THE END OF THE FINANCIAL YEAR

(a) Before the financial statements of the Group and of the Company were prepared, the Directors took reasonable steps:

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
provision for doubtful debts and have satisfied themselves that all known bad debts had been written off and
that adequate provision had been made for doubtful debts; and

(ii) to ensure that any current assets other than debts, which were unlikely to realise their book values in the
ordinary course of business had been written down to their estimated realisable values.

(b) In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial
year ended 30 June 2021 have not been substantially affected by any item, transaction or event of a material and
unusual nature except for the impact arising from the COVID-19 pandemic as disclosed in Note 40(a) to the financial
statements.

(II) FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT

(c) The Directors are not aware of any circumstances:

(i) which would render the amounts written off for bad debts or the amount of the provision for doubtful debts in
the financial statements of the Group and of the Company inadequate to any material extent;

(ii) which would render the values attributed to current assets in the financial statements of the Group and of the
Company misleading; and

(iii) which have arisen which would render adherence to the existing method of valuation of assets or liabilities of
the Group and of the Company misleading or inappropriate.

(d) In the opinion of the Directors:

(i) there has not arisen any item, transaction or event of a material and unusual nature likely to affect substantially
the results of the operations of the Group and of the Company for the financial year ended 30 June 2021 in
which this report is made; and

(ii) no contingent or other liability has become enforceable, or is likely to become enforceable, within the period of
twelve (12) months after the end of the financial year which would or may affect the ability of the Group or of
the Company to meet their obligations as and when they fall due.

(III) AS AT THE DATE OF THIS REPORT

(e) There are no charges on the assets of the Group and of the Company which have arisen since the end of the financial
year to secure the liabilities of any other person.

(f) There are no contingent liabilities of the Group and of the Company which have arisen since the end of the financial
year.

(g) The Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements
which would render any amount stated in the financial statements of the Group and of the Company misleading.
100 BONIA CORPORATION BERHAD • Annual Report 2021

Directors’
Report

SUBSIDIARIES

Details of subsidiaries are set out in Note 11 to the financial statements.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

Significant events during the financial year are disclosed in Note 40 to the financial statements.

AUDITORS

The auditors, BDO PLT (LLP0018825-LCA & AF 0206), have expressed their willingness to continue in office.

The details of auditors’ remuneration of the Group and of the Company for the financial year ended 30 June 2021 are disclosed in
Notes 26 and 31 to the financial statements.

Signed on behalf of the Board in accordance with a resolution of the Directors.

..................................................... .....................................................
Chiang Sang Sem Chong Chin Look
(or his alternate, Chiang May Ling) Group Finance Director
Founder and Group Executive Chairman

Kuala Lumpur
7 October 2021
04 Financial Statements • BONIA CORPORATION BERHAD 101

Statement
by Directors

In the opinion of the Directors, the financial statements set out on pages 108 to 212 have been drawn up in accordance with
Malaysian Financial Reporting Standards, International Financial Reporting Standards, and the provisions of the Companies Act
2016 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 30 June 2021 and
of the financial performance and cash flows of the Group and of the Company for the financial year then ended.

On behalf of the Board,

..................................................... .....................................................
Chiang Sang Sem Chong Chin Look
(or his alternate, Chiang May Ling) Group Finance Director
Founder and Group Executive Chairman

Kuala Lumpur
7 October 2021

Statutory
Declaration

I, Chong Chin Look (MIA 8043), being the Group Finance Director primarily responsible for the financial management of Bonia
Corporation Berhad, do solemnly and sincerely declare that the financial statements set out on pages 108 to 212 are, to the best of
my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of
the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by )


the abovenamed at Kuala Lumpur this )
7 October 2021 ) Chong Chin Look

Before me:

Baloo T. Pichai
Commissioner for Oaths
No. W663
Kuala Lumpur
102 BONIA CORPORATION BERHAD • Annual Report 2021

Independent
Auditors’ Report
To the members of BONIA CORPORATION BERHAD
(Incorporated in Malaysia)

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Bonia Corporation Berhad, which comprise the statements of financial position as at 30
June 2021 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, statements of
changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and notes to the
financial statements, including a summary of significant accounting policies, as set out on pages 108 to 212.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of the
Company as at 30 June 2021, and of their financial performance and their cash flows for the financial year then ended in accordance
with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies
Act 2016 in Malaysia.

Basis for Opinion

We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing.
Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial
Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.

Independence and Other Ethical Responsibilities

We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and
Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards) (“IESBA Code”), and
we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the Group and of the Company for the current year. These matters were addressed in the context of our audit of the
financial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.

Key Audit Matters of the Group

1. Impairment assessment of the carrying amounts of goodwill, trademarks and other intangible assets

As disclosed in Note 10 to the financial statements, the net carrying amounts of goodwill, trademarks and other intangible
assets of the Group amounted to RM45,758,000, RM27,850,000, and RM132,000 respectively as at 30 June 2021. The Group
had recognised an impairment loss on goodwill of RM2,582,000 during the financial year ended 30 June 2021.

Goodwill, trademarks and other intangible assets are tested for impairment by the Group annually, or more frequently if
events or changes in circumstances indicate that the goodwill or intangible assets might be impaired. To determine if there is
any impairment loss required on goodwill, trademarks and other intangible assets, management used a value-in-use model to
compute the present values of forecasted future cash flows for the respective Cash Generating Units (“CGUs”).

We determined the impairment assessment of the carrying amounts of goodwill, trademarks and other intangible assets to be
a key audit matter as the determination of whether or not an impairment loss is necessary involves significant judgement by
the management about the future results and cash flows of the relevant business, including forecast growth in future revenue
and operating profit margins as well as determining an appropriate discount factor and growth rates, which are, among others,
dependent on forecasted economic conditions affected by the COVID-19 pandemic.
04 Financial Statements • BONIA CORPORATION BERHAD 103

Independent
Auditors’ Report
To the members of BONIA CORPORATION BERHAD
(Incorporated in Malaysia)

Key Audit Matters (continued)

Key Audit Matters of the Group (continued)

1. Impairment assessment of the carrying amounts of goodwill, trademarks and other intangible assets (continued)

Our audit procedures included the following:

(a) assessed the reasonableness of the key assumptions used by management in the cash flows forecasts and projections;

(b) assessed the reasonableness of the pre-tax discount rate used by management for each of the CGUs by comparing to
market data, weighted average cost of capital of the Group and relevant risk factors incorporating the impact of the
COVID-19 pandemic;

(c) assessed the cash flows projections against recent performance and compared the current period’s actual results with
previous forecasts to assess the historical accuracy of forecasts; and

(d) performed sensitivity analysis of our own to stress test the key assumptions used by management in the impairment
models.

2. Carrying amount of inventories at the lower of cost and net realisable value

As disclosed in Note 15 to the financial statements, the Group held RM60,792,000 of inventories at the end of the reporting
period.

We determined this to be a key audit matter as the carrying amount of inventories may not be stated at the lower of cost and
net realisable value, the determination of which requires the management to exercise significant judgement in estimating the
net realisable value of the inventories.

In estimating the net realisable value of inventories, management considers the inventories’ ageing, fashion pattern, current
economic conditions, market demand, expectation of future prices and changes in customer preference of the respective
inventories.

Our audit procedures included the following:

(a) discussed with management and obtained an understanding of the process implemented by management over the
determination of the lower of cost and net realisable value of inventories;

(b) tested the accuracy of inventories’ ageing;

(c) tested the weighted average costing of inventories; and

(d) tested inventories as well as old and slow-moving inventories for sales subsequent to the year end to support the
assertion that the carrying amount of inventories is at the lower of cost and net realisable value.

3. Recoverability of trade receivables

As at 30 June 2021, the net carrying amount of trade receivables of the Group was RM24,068,000, as disclosed in Note 16
to the financial statements.

The Group has impaired trade receivables of RM24,281,000 as at 30 June 2021.

We determined this to be a key audit matter because it requires management to exercise significant judgements in determining
the probability of default by trade receivables as well as the use of appropriate forward-looking information, incorporating
the impact of the COVID-19 pandemic.
104 BONIA CORPORATION BERHAD • Annual Report 2021

Independent
Auditors’ Report
To the members of BONIA CORPORATION BERHAD
(Incorporated in Malaysia)

Key Audit Matters (continued)

Key Audit Matters of the Group (continued)

3. Recoverability of trade receivables (continued)

Our audit procedures included the following:

(a) assessed the adequacy of credit impaired assessment performed by management on trade receivables exceeding their
credit terms and long overdue and old balances;

(b) tested the accuracy of trade receivables’ ageing;

(c) recomputed the probability of default using historical data and forward-looking information adjustment, incorporating
the impact of the COVID-19 pandemic, applied by the Group;

(d) recomputed the correlation coefficient between the macroeconomic indicators used by the Group and historical credit
losses to determine the appropriateness of the forward-looking information used by the Group;

(e) inquiries of management to assess the rationale underlying the relationship between the forward-looking information
and expected credit losses; and

(f) assessed cash receipts subsequent to the end of the reporting period for its effect in reducing amounts outstanding as
at the end of the reporting period.

4. Impairment assessment of the carrying amounts of property, plant and equipment and right-of-use assets

As disclosed in Notes 7 and 8 to the financial statements, the carrying amounts of property, plant and equipment and right-
of-use assets of the Group amounted to RM87,522,000 and RM44,953,000 respectively as at 30 June 2021. Included in these
carrying amounts are property, plant and equipment and right-of-use assets amounting to RM1,540,000 and RM10,255,000
respectively as at 30 June 2021 in certain subsidiaries which have indication of impairment.

The Group had recognised impairment losses on property, plant and equipment and right-of-use assets of RM331,000 and
RM1,763,000 respectively during the financial year ended 30 June 2021.

Management used forecasted future cash flows in value-in-use model to determine the recoverable amounts of these property,
plant and equipment and right-of-use assets (hereinafter referred to as Cash Generating Units (“CGUs”)) to assess if there is
any impairment loss required on the property, plant and equipment and right-of-use assets.

We determined this to be a key audit matter because it requires management to exercise significant judgements and
estimates about the future results and key assumptions applied to cash flow projections of the CGUs in determining their
recoverable amounts. These key assumptions include forecast growth in future revenues and operating profit margins, as
well as determining an appropriate pre-tax discount rate and growth rates, which are, among others, dependent on forecasted
economic conditions affected by the COVID-19 pandemic.

Our audit procedures included the following:

(a) compared cash flow projections against recent performance and assessed and evaluated the key assumptions used in
the projections by comparing to actual historical operating profit margins and growth rates;

(b) compared prior period budgets to actual outcomes to assess reliability of management’s forecasting process;

(c) assessed appropriateness of pre-tax discount rates used for each CGU by comparing to the weighted average cost of
capital of the Group and relevant risk factors incorporating the impact of the COVID-19 pandemic; and

(d) performed sensitivity analysis to stress test the key assumptions in the impairment model.
04 Financial Statements • BONIA CORPORATION BERHAD 105

Independent
Auditors’ Report
To the members of BONIA CORPORATION BERHAD
(Incorporated in Malaysia)

Key Audit Matters (continued)

Key Audit Matters of the Company

1. Impairment assessment of the carrying amounts of costs of investments in subsidiaries

As disclosed in Note 11 to the financial statements, the carrying amounts of costs of investments in subsidiaries amounted
to RM222,865,000 as at 30 June 2021. Included in this carrying amount are costs of investments in certain subsidiaries
amounting to RM174,775,000 as at 30 June 2021 which have indication of impairment.

The Company had recognised an impairment loss on costs of investments in subsidiaries of RM8,949,000 during the financial
year ended 30 June 2021.

Management used forecasted future cash flows and a value-in-use model to compute the present value of forecasted future
cash flows for these subsidiaries/Cash Generating Units (“CGUs”) to determine if there is any impairment loss required on
the costs of investments in these subsidiaries.

We determined the impairment assessment of the carrying amounts of the costs of investments in these subsidiaries to be
a key audit matter as the determination of whether or not an impairment loss is necessary involves significant judgements
and estimates by the management about the future results and key assumptions applied to cash flow projections of these
subsidiaries/CGUs in determining their recoverable amounts. These key assumptions include forecast growth in future
revenues and operating profit margins, as well as determining an appropriate pre-tax discount rate and growth rates, which
are, among others, dependent on forecasted economic conditions affected by the COVID-19 pandemic.

Our audit procedures included the following:

(a) compared cash flows projections against recent performance and assessed the reasonableness of the key assumptions
used by management in the cash flows projections by comparing to actual historical operating profit margins and
growth rates;

(b) compared prior period projections to actual outcomes to assess the reliability of management’s forecasting process;

(c) assessed the reasonableness of the pre-tax discount rate used for each subsidiary by comparing to the weighted average
cost of capital of the Group and relevant risk factors incorporating the impact of the COVID-19 pandemic; and

(d) performed sensitivity analysis to stress test the key assumptions used by management in the impairment model.

2. Impairment assessment of amounts owing by subsidiaries

As at 30 June 2021, the net carrying amounts owing by subsidiaries of the Company amounted to RM10,495,000, as disclosed
in Note 16 to the financial statements.

We determined this to be a key audit matter because it requires management to exercise significant judgements in determining
the probability of default by subsidiaries, appropriate forward-looking information, significant increase in credit risk and
estimated cash flows recoverable in worst-case scenarios, incorporating the impact of the COVID-19 pandemic.

Our audit procedures included the following:

(a) assessed the probability of default applied by the Company against external market sources of data, incorporating the
impact of the COVID-19 pandemic;

(b) assessed the appropriateness of the indicators of significant increase in credit risk applied by management and the
resultant basis for classification of exposure into respective stages; and

(c) assessed management’s basis in determining cash flows recoverable in worst-case scenarios, where applicable.
106 BONIA CORPORATION BERHAD • Annual Report 2021

Independent
Auditors’ Report
To the members of BONIA CORPORATION BERHAD
(Incorporated in Malaysia)

Information Other than the Financial Statements and Auditors’ Report Thereon

The Directors of the Company are responsible for the other information. The other information comprises the information included
in the annual report, but does not include the financial statements of the Group and of the Company and our auditors’ report thereon.

Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial statements of the
Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements of the Group and of the Company that
give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards
and the requirements of the Companies Act 2016 in Malaysia. The Directors are also responsible for such internal control as the
Directors determine is necessary to enable the preparation of financial statements of the Group and of the Company that are free
from material misstatement, whether due to fraud or error.

In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the ability of the
Group and of the Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or to cease operations,
or have no realistic alternative but to do so.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved
standards on auditing in Malaysia and International Standards on Auditing will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we
exercise professional judgement and maintain professional scepticism throughout the audit. We also:

(a) Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.

(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Group and
of the Company.

(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Directors.
04 Financial Statements • BONIA CORPORATION BERHAD 107

Independent
Auditors’ Report
To the members of BONIA CORPORATION BERHAD
(Incorporated in Malaysia)

Auditors’ Responsibilities for the Audit of the Financial Statements (continued)

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we
exercise professional judgement and maintain professional scepticism throughout the audit. We also (continued):

(d) Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
ability of the Group or of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditors’ report to the related disclosures in the financial statements of the Group and of
the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group or the Company to
cease to continue as a going concern.

(e) Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company, including
the disclosures, and whether the financial statements of the Group and of the Company represent the underlying transactions
and events in a manner that achieves fair presentation.

(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within
the Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision
and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the
financial statements of the Group and of the Company for the current year and are therefore the key audit matters. We describe
these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which we have not
acted as auditors, are disclosed in Note 11 to the financial statements.

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act 2016
in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

BDO PLT Chan Wai Leng


LLP0018825-LCA & AF 0206 02893/08/2023 J
Chartered Accountants Chartered Accountant

Kuala Lumpur
7 October 2021
108 BONIA CORPORATION BERHAD • Annual Report 2021

Statements of
Financial Position
As At 30 June 2021

Group Company
2021 2020 2021 2020
Note RM’000 RM’000 RM’000 RM’000
ASSETS
Non-current assets
Property, plant and equipment 7 87,522 111,556 - -
Right-of-use assets 8 44,953 66,855 - -
Investment properties 9 98,952 38,105 - -
Intangible assets 10 73,740 77,738 - -
Investments in subsidiaries 11 - - 222,865 206,049
Interests in associates 12 238 449 - -
Other investments 13 1,120 1,178 - -
Deferred tax assets 14 1,428 1,241 - -
Other receivables 16 2,092 4,193 3,843 17,645
310,045 301,315 226,708 223,694
Current assets
Inventories 15 60,792 96,457 - -
Trade and other receivables 16 43,351 51,369 6,694 10,511
Current tax assets 1,644 2,193 12 -
Cash and bank balances 17 85,203 77,709 1,169 1,004
Short term funds 18 15,493 23,416 9,350 7,741
206,483 251,144 17,225 19,256
Non-current assets/disposal group classified
as held for sale/held for distribution 26 65,149 12,910 - -
TOTAL ASSETS 581,677 565,369 243,933 242,950

EQUITY AND LIABILITIES


Equity attributable to owners of the parent
Share capital 19 201,572 201,572 201,572 201,572
Reserves 20 162,983 164,734 41,934 40,648
364,555 366,306 243,506 242,220
Non-controlling interests 11(e) 20,480 20,259 - -
TOTAL EQUITY 385,035 386,565 243,506 242,220

LIABILITIES
Non-current liabilities
Borrowings 21 75,046 30,102 - -
Other payable 24 5,015 4,888 - -
Lease liabilities 8 28,288 45,439 - -
Provision for restoration costs 23 1,370 1,678 - -
Deferred tax liabilities 14 6,240 6,795 1 1
115,959 88,902 1 1
Current liabilities
Trade and other payables 24 20,943 30,600 426 714
Borrowings 21 6,834 9,301 - -
Lease liabilities 8 20,846 24,634 - -
Provision for restoration costs 23 415 568 - -
Contract liabilities 25 21,137 22,242 - -
Current tax liabilities 1,250 2,557 - 15
71,425 89,902 426 729
Liabilities of disposal group classified
as held for distribution 26 9,258 - - -
TOTAL LIABILITIES 196,642 178,804 427 730
TOTAL EQUITY AND LIABILITIES 581,677 565,369 243,933 242,950
The accompanying notes form an integral part of the financial statements.
04 Financial Statements • BONIA CORPORATION BERHAD 109

Statements of Profit or Loss


and Other Comprehensive Income
For the Financial Year Ended 30 June 2021

Group Company
2021 2020 2021 2020
Note RM’000 RM’000 RM’000 RM’000
Continuing operations
Revenue 29 261,219 310,937 25,893 14,882
Cost of sales 30 (124,264) (141,477) - -
Gross profit 136,955 169,460 25,893 14,882
Other operating income 27,221 14,604 4,698 550
Selling and distribution expenses (81,368) (99,100) - -
General and administrative expenses (58,616) (66,837) (14,527) (4,479)
Finance costs (4,645) (5,413) - (1,350)
Share of (loss)/profit of an associate, net of tax 12(c) (100) 119 - -
Profit before tax 31 19,447 12,833 16,064 9,603
Tax expense 32 (4,138) (6,399) (50) (200)
Profit for the financial year from
continuing operations 15,309 6,434 16,014 9,403
Discontinuing operations
Profit/(loss) for the financial year from
discontinuing operations, net of tax 26(a) 853 (3,044) - -
Profit for the financial year 16,162 3,390 16,014 9,403
Other comprehensive income, net of tax
Items that may be reclassified
subsequently to profit or loss
Continuing operations
Reclassification of exchange translation
reserve to profit or loss upon
deregistration of foreign subsidiaries 77 (644) - -
Foreign currency translations (1,246) 300 - -
Total other comprehensive loss, net of tax (1,169) (344) - -
Total comprehensive income 14,993 3,046 16,014 9,403

Profit/(Loss) attributable to:


Owners of the parent
Continuing operations 13,019 5,822 16,014 9,403
Discontinuing operations 853 (3,044) - -
13,872 2,778 16,014 9,403
Non-controlling interests
Continuing operations 11(e) 2,290 612 - -
16,162 3,390 16,014 9,403
Total comprehensive income/(loss) attributable to:
Owners of the parent
Continuing operations 11,831 5,502 16,014 9,403
Discontinuing operations 853 (3,044) - -
12,684 2,458 16,014 9,403
Non-controlling interests
Continuing operations 11(e) 2,309 588 - -
14,993 3,046 16,014 9,403

Earnings/(Loss) per ordinary share attributable


to equity holders of the Company (sen)
Basic and diluted:
Continuing operations 33 6.68 2.96
Discontinuing operations 33 0.44 (1.55)
7.12 1.41

The accompanying notes form an integral part of the financial statements.


Attributable to owners of the parent
110

Exchange Non-
Share Treasury translation Revaluation Retained controlling Total
capital shares reserve reserve earnings Total interests equity
Group Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Balance as at 1 July 2019 201,572 (4,659) 15,196 2,521 158,532 373,162 19,671 392,833
Profit for the financial year - - - - 2,778 2,778 612 3,390
Reclassification of exchange
translation reserve to profit or loss
upon deregistration of a foreign subsidiary - - (644) - - (644) - (644)
Foreign currency translations - - 324 - - 324 (24) 300
Total comprehensive (loss)/income - - (320) - 2,778 2,458 588 3,046
Transactions with owners
For the Financial Year Ended 30 June 2021

Dividends paid 34 - - - - (7,873) (7,873) - (7,873)


BONIA CORPORATION BERHAD

Changes in Equity

Repurchase of treasury shares 20(c) - (1,441) - - - (1,441) - (1,441)


Total transactions with owners - (1,441) - - (7,873) (9,314) - (9,314)
Balance as at 30 June 2020 201,572 (6,100) 14,876 2,521 153,437 366,306 20,259 386,565
Profit for the financial year - - - - 13,872 13,872 2,290 16,162
Reclassification of exchange
translation reserve to profit or loss
• Annual Report 2021

upon deregistration of a foreign subsidiary - - 77 - - 77 - 77


Consolidated Statement of

Foreign currency translations - - (1,265) - - (1,265) 19 (1,246)


Total comprehensive (loss)/income - - (1,188) - 13,872 12,684 2,309 14,993
Transactions with owners
Dividends paid 34 - - - - (7,835) (7,835) - (7,835)
Dividends paid to non-controlling
interests of subsidiaries 11(f) - - - - - - (5,475) (5,475)
Share dividend 20(c), 34 - 12,508 - - (12,508) - - -
Repurchase of treasury shares 20(c) - (6,893) - - - (6,893) - (6,893)
Transfer of reserves upon disposal
of investment properties - - - (2,337) 2,337 - - -
Issuance of shares to non-controlling
interests - - - - - - 3,680 3,680
Acquisition of equity interest from
non-controlling interests 11(b)(vi) - - - - 293 293 (293) -
Total transactions with owners - 5,615 - (2,337) (17,713) (14,435) (2,088) (16,523)
Balance as at 30 June 2021 201,572 (485) 13,688 184 149,596 364,555 20,480 385,035

The accompanying notes form an integral part of the financial statements.


04 Financial Statements • BONIA CORPORATION BERHAD 111

Statement of
Changes in Equity
For the Financial Year Ended 30 June 2021

Share Treasury Retained Total


capital shares earnings equity
Note RM’000 RM’000 RM’000 RM’000
Company

Balance as at 1 July 2019 201,572 (4,659) 45,218 242,131

Profit for the financial year - - 9,403 9,403


Other comprehensive income, net of tax - - - -

Total comprehensive income - - 9,403 9,403

Transactions with owners

Dividends paid 34 - - (7,873) (7,873)


Repurchase of treasury shares 20(c) - (1,441) - (1,441)

Total transactions with owners - (1,441) (7,873) (9,314)

Balance as at 30 June 2020 201,572 (6,100) 46,748 242,220

Profit for the financial year - - 16,014 16,014


Other comprehensive income, net of tax - - - -

Total comprehensive income - - 16,014 16,014

Transactions with owners

Dividends paid 34 - - (7,835) (7,835)


Share dividend 20(c), 34 - 12,508 (12,508) -
Repurchase of treasury shares 20(c) - (6,893) - (6,893)

Total transactions with owners - 5,615 (20,343) (14,728)

Balance as at 30 June 2021 201,572 (485) 42,419 243,506

The accompanying notes form an integral part of the financial statements.


112 BONIA CORPORATION BERHAD • Annual Report 2021

Statements of
Cash Flows
For the Financial Year Ended 30 June 2021

Group Company
2021 2020 2021 2020
Note RM’000 RM’000 RM’000 RM’000
CASH FLOWS FROM
OPERATING ACTIVITIES

Profit before tax from:


Continuing operations 19,447 12,833 16,064 9,603
Discontinuing operations 26 1,187 (2,019) - -
20,634 10,814 16,064 9,603

Adjustments for:
Fair value adjustments on non-current
amounts owing by subsidiaries - - (3,918) 1,350
Amortisation of trademarks 10 1,395 1,392 - -
Amortisation of other intangible assets 10 403 400 - -
Bad debts written off on trade
and other receivables 26, 31 178 66 - -
Depreciation of property,
plant and equipment 7 9,882 11,666 - -
Depreciation of right-of-use assets 8 25,988 25,565 - -
Dividend income 29 - - (25,893) (14,882)
Fair value adjustments on
investment properties 9 34 - - -
Fair value loss on long term investments 38(e) 28 28 - -
Fair value (gain)/loss on short term funds 26, 31 (15) 60 (9) 24
Loss/(Gain) on deregistration of
foreign subsidiaries 11 50 (644) - -
Gain on disposals of:
- property, plant and equipment, net 26, 31 (152) (28) - -
- investment properties 31 (170) - - -
Gain on reassessment and
modification of leases 8(e) (250) - - -
Impairment losses on:
- trade and other receivables 16 3,597 8,014 - -
- amounts owing by subsidiaries 16 - - 3,420 1,271
- costs of investments in subsidiaries 11 - - 8,949 923
- property, plant and equipment 7 331 709 - -
- right-of-use assets 8 1,763 578 - -
- goodwill 10 2,582 - - -
- trademark 10 - 3,927 - -
Interest expense and profit payment
on borrowings 26, 31 5,085 5,985 - -
Interest income and distribution
income from cash and bank balances
and short term funds 26, 31 (1,054) (1,862) (389) (511)
Inventories written off 15 23 91 - -
Loss on dissolution of subsidiaries 11 - 1 3 -
Loss on disposal of other investment 31 27 - - -
Lease concessions 8 (5,704) (3,845) - -
Over-provision of restoration costs 23 (227) (195) - -
Property, plant and equipment written off 7 254 53 - -
Right-of-use assets written off 8 17 41 - -
Reversal of impairment losses on
trade and other receivables 16 (2,670) (394) - -
04 Financial Statements • BONIA CORPORATION BERHAD 113

Statements of
Cash Flows
For the Financial Year Ended 30 June 2021

Group Company
2021 2020 2021 2020
Note RM’000 RM’000 RM’000 RM’000
CASH FLOWS FROM
OPERATING ACTIVITIES (continued)

Adjustments for (continued):


Share of loss/(profit) of an associate,
net of tax 12(c) 100 (119) - -
Unrealised (gain)/loss on
foreign exchange, net 26, 31 (446) 118 - -
Payables written off 31 (4,589) - - -

Operating profit/(loss) before changes


in working capital 57,094 62,421 (1,773) (2,222)
Changes in working capital:
Inventories 25,737 (3,109) - -
Trade and other receivables 4,117 7,888 (9) 146
Trade and other payables 83 (9,528) 21 (640)
Contract liabilities (1,231) (1,389) - -
Cash generated from/(used in) operations 85,800 56,283 (1,761) (2,716)
Tax paid (7,425) (9,411) (77) (92)
Tax refunded 686 2,229 - -
Net cash from/(used in) operating activities 79,061 49,101 (1,838) (2,808)

CASH FLOWS FROM


INVESTING ACTIVITIES

Issuance of shares to non-controlling interests 8 - - -


Acquisition of additional shares in subsidiaries 11 - - (6) -
Proceeds from dissolution of subsidiaries 11 - - 1,057 -
(Advances to)/Repayments from subsidiaries - - (8,631) 915
(Advances to)/Repayments from associates - - (198) 300
Dividends received from subsidiaries - - 25,782 14,681
Interest received 1,054 1,862 327 444
Placement of short term funds (5,257) (5,175) (1,600) (4,591)
Purchase of property, plant and equipment 7(a) (3,601) (5,891) - -
Purchase of right-of-use assets 8(d) (89) (60) - -
Purchase of investment properties 9(a) (19,467) - - -
Purchase of intangible assets 10 (3) (21) - -
Proceeds from disposal of other investment 6 - - -
Proceeds from disposals of investment properties 13,080 900 - -
Proceeds from disposals of property,
plant and equipment 187 84 - -
Placement of deposits pledged with licensed bank - (2) - -
Net cash (used in)/from investing activities (14,082) (8,303) 16,731 11,749
114 BONIA CORPORATION BERHAD • Annual Report 2021

Statements of
Cash Flows
For the Financial Year Ended 30 June 2021

Group Company
2021 2020 2021 2020
Note RM’000 RM’000 RM’000 RM’000
CASH FLOWS FROM
FINANCING ACTIVITIES

Interest paid and profit paid on borrowings (2,140) (2,302) - -


Dividends paid to owners of the parent 34 (7,835) (7,873) (7,835) (7,873)
Dividends paid to non-controlling interests 11(f) (5,475) - - -
Drawdowns of term loans and term financing-i 8,954 - - -
Payments of lease liabilities 8(e) (22,841) (24,400) - -
Repayments of term loans and term financing-i (5,196) (9,846) - -
Repurchase of treasury shares 20(c) (6,893) (1,441) (6,893) (1,441)
Net financing of trust receipts 3,315 (4,718) - -
Net repayments of bankers’ acceptances (5,632) (327) - -
Net repayment of revolving credit (1,000) - - -
Net cash used in financing activities (44,743) (50,907) (14,728) (9,314)
Net increase/(decrease) in cash and cash equivalents 20,236 (10,109) 165 (373)
Effects of exchange rate changes on
cash and cash equivalents (80) 126 - -
Cash and cash equivalents at
beginning of financial year 77,644 87,627 1,004 1,377
Cash and cash equivalents at
end of financial year 17(c) 97,800 77,644 1,169 1,004

The accompanying notes form an integral part of the financial statements.


04 Financial Statements • BONIA CORPORATION BERHAD 115

Notes to the
Financial Statements
30 June 2021

1. CORPORATE INFORMATION

Bonia Corporation Berhad (“the Company”) is a public limited liability company, incorporated and domiciled in Malaysia,
and is listed on the Main Market of Bursa Malaysia Securities Berhad.

The registered office of the Company is located at No.5-1, Jalan Radin Bagus 9, Bandar Baru Sri Petaling, 57000 Kuala
Lumpur, Wilayah Persekutuan, Malaysia.

The principal place of business of the Company is located at Level 6, Ikon Connaught, Lot 160, Jalan Cerdas, Taman
Connaught, Cheras, 56000 Kuala Lumpur, Wilayah Persekutuan, Malaysia.

The consolidated financial statements for the financial year ended 30 June 2021 comprise the Company and its subsidiaries
and the interests of the Group in associates. These financial statements are presented in Ringgit Malaysia (“RM”), which
is also the functional currency of the Company. All financial information presented in RM has been rounded to the nearest
thousand, unless otherwise stated.

The financial statements were authorised for issue in accordance with a resolution by the Board of Directors on 7 October 2021.

2. PRINCIPAL ACTIVITIES

The Company is principally an investment holding and management company. The principal activities and the details of the
subsidiaries and associates are set out in Notes 11 and 12 to the financial statements. There have been no significant changes
in the nature of these activities during the financial year ended 30 June 2021.

3. BASIS OF PREPARATION

The financial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial
Reporting Standards (“MFRSs”), International Financial Reporting Standards (“IFRSs”) and the provisions of the Companies
Act 2016 in Malaysia.

The accounting policies adopted are consistent with those of the previous financial year except for the effects of the adoption
of the new MFRSs during the financial year. The new MFRSs and Amendments to MFRSs adopted during the financial year
are disclosed in Note 5.1 to the financial statements.

4. SIGNIFICANT ACCOUNTING POLICIES

4.1 Basis of accounting

The financial statements of the Group and of the Company have been prepared under the historical cost convention
except as otherwise stated in the financial statements.

The preparation of financial statements in conformity with MFRSs and IFRSs requires the Directors to make estimates
and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of
contingent assets and contingent liabilities. In addition, the Directors are also required to exercise their judgement in
the process of applying the accounting policies. The areas involving such judgements, estimates and assumptions are
disclosed in Note 6 to the financial statements. Although these estimates and assumptions are based on the Directors’
best knowledge of events and actions, actual results could differ from those estimates.
116 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.2 Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an
investee if and only if the Group has:

(a) Power over the investee;


(b) Exposure, or rights, to variable returns from its involvement with the investee; and
(c) The ability to use its power over the investee to affect its returns.

If the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts
and circumstances in assessing whether it has power over an investee, including:

(a) The contractual arrangement with the other vote holders of the investee;

(b) Rights arising from other contractual agreements; and

(c) The voting rights of the Group and potential voting rights.

Intragroup balances, transactions, income and expenses are eliminated on consolidation. Unrealised gains arising from
transactions with associates and joint ventures are eliminated against the investment to the extent of the interest of the
Group in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that
there is no impairment.

The financial statements of the subsidiaries are prepared for the same reporting period as that of the Company, using
consistent accounting policies.

Non-controlling interests represent equity in subsidiaries that are not attributable, directly or indirectly, to owners of
the parent, and is presented separately in the consolidated statement of profit or loss and other comprehensive income
and within equity in the consolidated statement of financial position, separately from equity attributable to owners of
the Company. Profit or loss and each component of other comprehensive income are attributed to the owners of the
parent and to the non-controlling interests. Total comprehensive income is attributed to non-controlling interests even
if this results in the non-controlling interests having a deficit balance.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control. Subsidiaries are consolidated from the date on which control is
transferred to the Group up to the effective date on which control ceases, as appropriate. Assets, liabilities, income and
expenses of a subsidiary acquired or disposed of during the financial year are included in the statement of profit or
loss and other comprehensive income from the date the Group gains control until the date the Group ceases to control
the subsidiary.

Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of control are accounted
for as equity transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests
are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by
which the non-controlling interest is adjusted and the fair value of consideration paid or received is recognised directly
in equity and attributed to owners of the parent.
If the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between:

(a) the aggregate of the fair value of the consideration received and the fair value of any retained interest; and
(b) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-
controlling interests.

Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e.
reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would be required if
the relevant assets or liabilities were disposed of. The fair value of any investments retained in the former subsidiary
at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under
MFRS 9 Financial Instruments or, where applicable, the cost on initial recognition of an investment in an associate
or a joint venture.
04 Financial Statements • BONIA CORPORATION BERHAD 117

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.3 Business combinations

Business combinations are accounted for by applying the acquisition method of accounting.

Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured at
their fair value at the acquisition date, except that:

(a) deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised
and measured in accordance with MFRS 112 Income Taxes and MFRS 119 Employee Benefits respectively;

(b) right-of-use assets and lease liabilities for leases are recognised and measured in accordance with MFRS 16
Leases;

(c) liabilities or equity instruments related to share-based payment transactions of the acquiree or the replacements
by the Group of an acquiree’s share-based payment transactions are measured in accordance with MFRS 2
Share-based Payment at the acquisition date; and

(d) assets (or disposal groups) that are classified as held for sale in accordance with MFRS 5 Non-current Assets
Held for Sale and Discontinued Operations are measured in accordance with that Standard.

Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the services
are received.

Any contingent consideration payable is recognised at fair value at the acquisition date. Measurement period
adjustments to contingent consideration are dealt with as follows:

(a) If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within
equity.

(b) Other contingent consideration that:

(i) is within the scope of MFRS 9 shall be measured at fair value at each reporting date and changes in fair
value shall be recognised in profit or loss in accordance with MFRS 9.

(ii) is not within the scope of MFRS 9 shall be measured at fair value at each reporting date and changes in
fair value shall be recognised in profit or loss.

In a business combination achieved in stages, previously held equity interests in the acquiree are re-measured to fair
value at the acquisition date and any corresponding gain or loss is recognised in profit or loss.

Components of non-controlling interests in the acquiree that are present ownership interests and entitle their holders
to a proportionate share of the entity’s net assets in the event of liquidation are initially measured at the present
ownership instruments’ proportionate share in the recognised amounts of the acquiree’s identifiable net assets. All
other components of non-controlling interests shall be measured at their acquisition-date fair values, unless another
measurement basis is required by MFRSs. The choice of measurement basis is made on a combination-by-combination
basis. Subsequent to initial recognition, the carrying amount of non-controlling interests is the amount of those interests
at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.

Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of
non-controlling interest in the acquiree (if any), and the fair value of the previously held equity interest of the Group in
the acquiree (if any), over the net fair value of the acquiree’s identifiable assets and liabilities is recorded as goodwill
in the statement of financial position. The accounting policy for goodwill is set out in Note 4.8(a) to the financial
statements. In instances where the latter amount exceeds the former, the excess is recognised as a gain on bargain
purchase in profit or loss on the acquisition date.
118 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.4 Property, plant and equipment and depreciation

All items of property, plant and equipment are initially measured at cost. Cost includes expenditure that is directly
attributable to the acquisition of the asset.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when the cost is incurred and it is probable that the future economic benefits associated with the subsequent costs
would flow to the Group and the Company and the cost of the asset could be measured reliably. The carrying amount
of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are
recognised in profit or loss as incurred. Cost also comprises the initial estimate of dismantling and removing the asset
and restoring the site on which it is located for which the Group is obligated to incur when the asset is acquired, if
applicable.

Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the
asset and which has a different useful life, is depreciated separately.

After initial recognition, property, plant and equipment are stated at cost less any accumulated depreciation and any
accumulated impairment losses.

Properties under construction represent buildings under extension work or construction and are stated at cost.

Depreciation is calculated to write off the cost of the assets to their residual values on a straight-line basis over their
estimated useful lives. The principal annual depreciation rates are as follows:

Buildings 2% - 10%
Electrical installations 10% - 15%
Furniture, fittings and counter fixtures 10% - 33⅓%
Motor vehicles 20%
Office equipment 10% - 50%
Plant and machinery 15% - 20%
Renovation 10% - 33⅓%

Freehold land has unlimited useful life and is not depreciated. Properties under construction are not depreciated until
such time when the assets are available for use.

At the end of each reporting period, the carrying amount of an item of property, plant and equipment is assessed for
impairment when events or changes in circumstances indicate that its carrying amount may not be recoverable. A
write-down is made if the carrying amount exceeds the recoverable amount (see Note 4.9 to the financial statements
on impairment of non-financial assets).

The residual values, useful lives and depreciation method are reviewed at the end of each reporting period to ensure
that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of
consumption of the future economic benefits embodied in the items of property, plant and equipment. If expectations
differ from previous estimates, the changes are accounted for as a change in an accounting estimate.

The carrying amount of an item of property, plant and equipment is derecognised on disposal or when no future
economic benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any, and
the carrying amount is included in profit or loss.

4.5 Leases

The Group as lessee

The Group recognises a right-of-use asset and a lease liability at the commencement date of the contract for all leases
excluding short-term leases or leases for which the underlying asset is of low value, conveying the right to control the
use of an identified asset for a period of time.
04 Financial Statements • BONIA CORPORATION BERHAD 119

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.5 Leases (continued)

The Group as lessee (continued)

The Group determines the lease term as the non-cancellable period of a lease, together with both:

(a) periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and

(b) periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option.

In assessing whether a lessee is reasonably certain to exercise an option to extend a lease, or not to exercise an option
to terminate a lease, the Group considers all relevant facts and circumstances that create an economic incentive for the
lessee to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Group revises
the lease term if there is a change in the non-cancellable period of a lease.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases and leases of low-
value assets of RM20,000 and below. Short-term leases are leases with a lease term of twelve (12) months or less.
The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the
lease term.

Right-of-use asset

The right-of-use asset is initially recorded at cost, which comprises:

(a) the amount of the initial measurement of the lease liability;

(b) any lease payments made at or before the commencement date of the lease, less any lease incentives received;

(c) any initial direct costs incurred by the Group; and

(d) an estimate of costs to be incurred by the Group in dismantling and removing the underlying asset, restoring the
site on which it is located or restoring the underlying asset to the condition required by the lessor.

Subsequent to the initial recognition, the right-of-use asset is measured at cost less any accumulated depreciation and
accumulated impairment losses, and adjusted for any remeasurement of the lease liability.

The right-of-use assets are depreciated on the straight-line basis over the earlier of the estimated useful lives of the
right-of-use assets or the end of the lease term. The lease terms of right-of-use assets are as follows:

Leasehold land Up to 96 years


Boutiques 2 to 10 years
Warehouses, hostels and office premises 2 to 7 years
Office equipment 5 years
Motor vehicles 3 to 6 years

Lease liability

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date. The lease payments are discounted using the incremental borrowing rate of the Group. Subsequent to initial
recognition, the Group measures the lease liability by increasing the carrying amount to reflect interest on the lease
liability, reducing the carrying amount to reflect lease payments made, and remeasuring the carrying amount to reflect
any reassessment or lease modifications or to reflect revised in-substance fixed lease payments.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the
lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Variable lease payments that depend on sales, if any, are recognised in profit or loss in the period in which the condition
that triggers those payments occurs.
120 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.6 Investment properties

Investment properties are properties which are held to earn rental yields or for capital appreciation or for both and are
not occupied by the Group. Investment properties also include properties that are being constructed or developed for
future use as investment properties. Investment properties are initially measured at cost, which includes transaction
costs. After initial recognition, investment properties are stated at fair value.

If the Group determines that the fair value of an investment property under construction is not reliably determinable
but expects the fair value of the property to be reliably determinable when construction is complete, the Group shall
measure that investment property under construction at cost until either its fair value becomes reliably determinable
or construction is completed (whichever is earlier). Once the Group is able to measure reliably the fair value of an
investment property under construction that has previously been measured at cost, the Group shall measure that
property at its fair value.

The fair value of investment properties reflect among other things, rental income from current leases and other
assumptions that market participants would use when pricing investment properties under current market conditions.

Fair values of investment properties are based on valuations by registered independent valuers with appropriate
recognised professional qualification and has recent experience in the location and category of the investment
properties being valued.

A gain or loss arising from a change in the fair value of investment properties is recognised in profit or loss for the
period in which it arises.

Investment properties are derecognised when either they have been disposed of or when they are permanently
withdrawn from use and no future economic benefit is expected from their disposal. The gains or losses arising from
the retirement or disposal of investment property is determined as the difference between the net disposal proceeds, if
any, and the carrying amount of the asset and is recognised in profit or loss in the period of the retirement or disposal.

4.7 Investments

(a) Subsidiaries

A subsidiary is an entity in which the Group and the Company are exposed, or have rights, to variable returns
from its involvement with the subsidiary and have the ability to affect those returns through its power over the
subsidiary.

An investment in subsidiary, which is eliminated on consolidation, is stated in the separate financial statements
of the Company at cost. Put options written over non-controlling interests on the acquisition of subsidiary shall
be included as part of the cost of investment in the separate financial statements of the Company. Subsequent
changes in the fair value of the written put options over non-controlling interests shall be recognised in profit or
loss. Investments accounted for at cost shall be accounted for in accordance with MFRS 5 Non-current Assets
Held for Sale and Discontinued Operations when they are classified as held for sale or held for distribution (or
included in a disposal group that is classified as held for sale or held for distribution) in accordance with MFRS 5.

When control of a subsidiary is lost as a result of a transaction, event or other circumstance, the Group would
derecognise all assets, liabilities and non-controlling interests at their carrying amount and to recognise the fair
value of the consideration received. Any retained interest in the former subsidiary is recognised at its fair value
at the date control is lost. The resulting difference is recognised as a gain or loss in profit or loss.

(b) Associates

An associate is an entity over which the Group and the Company have significant influence and that is neither a
subsidiary nor an interest in a joint arrangement. Significant influence is the power to participate in the financial
and operating policy decisions of the investee but is neither control nor joint control over those policies.

In the separate financial statements of the Company, an investment in associate is stated at cost less impairment
losses.
04 Financial Statements • BONIA CORPORATION BERHAD 121

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.7 Investments (continued)

(b) Associates (continued)

An investment in associate is accounted for in the consolidated financial statements using the equity method of
accounting. The investment in associate in the consolidated statement of financial position is initially recognised
at cost and adjusted thereafter for the post acquisition change in the share of net assets of the investment.

The interest in an associate is the carrying amount of the investment in the associate under the equity method
together with any long term interest that, in substance, form part of the net investment in the associate of the Group.

The share of the profit or loss of the associate by the Group during the financial year is included in the consolidated
financial statements, after adjustments to align the accounting policies with those of the Group, from the date
that significant influence commences until the date that significant influence ceases. Distributions received
from the associate reduce the carrying amount of the investment. Adjustments to the carrying amount could
also be necessary for changes in the proportionate interest of the Group in the associate arising from changes
in the associate’s equity that have not been recognised in the associate’s profit or loss. Such changes include
those arising from the revaluation of property, plant and equipment and from foreign exchange translation
differences. The share of those changes by the Group is recognised directly in equity of the Group.

Unrealised gains and losses on transactions between the Group and the associate are eliminated to the extent of
the interest of the Group in the associate to the extent that there is no impairment.

When the share of losses of the Group in the associate equals to or exceeds its interest in the associate, the
carrying amount of that interest is reduced to nil and the Group does not recognise further losses unless it has
incurred legal or constructive obligations or made payments on its behalf.

The most recent available financial statements of the associate are used by the Group in applying the equity
method. When the end of the reporting periods of the financial statements are not coterminous, the share of
results is arrived at using the latest financial statements for which the difference in end of the reporting periods
is no more than three (3) months. Adjustments are made for the effects of any significant transactions or events
that occur between the intervening periods.

When the Group ceases to have significant influence over an associate, any retained interest in the former
associate at the date when significant influence is lost is measured at fair value and this amount is regarded as
the initial carrying amount of a financial asset. The difference between the fair value of any retained interest
plus proceeds from the interest disposed of and the carrying amount of the investment at the date when equity
method is discontinued is recognised in profit or loss.

When the interest of the Group in an associate decreases but does not result in a loss of significant influence,
any retained interest is not re-measured. Any gain or loss arising from the decrease in interest is recognised in
profit or loss. Any gains or losses previously recognised in other comprehensive income are also reclassified
proportionately to the profit or loss if that gain or loss would be required to be reclassified to profit or loss on
the disposal of the related assets or liabilities.

4.8 Intangible assets

(a) Goodwill

Goodwill recognised in a business combination is an asset at the acquisition date and is initially measured at
cost being the excess of the sum of the consideration transferred, the amount of any non-controlling interest
in the acquiree and the fair value of the acquirer’s previously held equity interest (if any) in the entity over
net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after
reassessment, the interest of the Group in the fair value of the acquiree’s identifiable net assets exceeds the sum
of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of
the acquirer’s previously held equity interest in the acquiree (if any), the excess is recognised immediately in
profit or loss as a bargain purchase gain.
122 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.8 Intangible assets (continued)

(a) Goodwill (continued)

After initial recognition, goodwill is measured at cost less accumulated impairment losses, if any. Goodwill is not
amortised but instead tested for impairment annually or more frequently if events or changes in circumstances
indicate that the carrying amount could be impaired. Objective events that would trigger a more frequent
impairment review include adverse industry or economic trends, significant restructuring actions, significantly
lowered projections of profitability, or a sustained decline in the acquiree’s market capitalisation. Gains and
losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill arising on acquisition of an associate is the excess of the cost of investment over the share of the
net fair value of the net assets of the associates’ identifiable assets and liabilities by the Group at the date of
acquisition.

Goodwill relating to the associate is included in the carrying amount of the investment and is not amortised. The
excess of the share of the net fair value of the associate’s identifiable assets and liabilities by the Group over the
cost of investment is included as income in the determination of the share of the associate’s profit or loss by the
Group in the period in which the investment is acquired.

(b) Other intangible assets

Other intangible assets are recognised only when the identifiability, control and future economic benefit
probability criteria are met.

The Group recognises at the acquisition date separately from goodwill, an intangible asset of the acquiree,
irrespective of whether the asset had been recognised by the acquiree before the business combination.

Intangible assets are initially measured at cost. The cost of intangible assets recognised in a business combination
is their fair values as at the date of acquisition.

After initial recognition, intangible assets are carried at cost less any accumulated amortisation and any
accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite.
Intangible assets with finite lives are amortised on a straight-line basis over the estimated economic useful
lives and are assessed for any indication that the asset could be impaired. If any such indication exists, the
entity shall estimate the recoverable amount of the asset. The amortisation period and the amortisation method
for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. The
amortisation expense on intangible assets with finite lives is recognised in profit or loss and is included within
the general and administrative expenses line item.

An intangible asset has an indefinite useful life when based on the analysis of all the relevant factors, there
is no foreseeable limit to the period over which the asset is expected to generate net cash inflows to the
Group. Intangible assets with indefinite useful lives are tested for impairment annually and wherever there
is an indication that the carrying amount may be impaired. Such intangible assets are not amortised. Their
useful lives are reviewed at the end of each reporting period to determine whether events and circumstances
continue to support the indefinite useful life assessment for the asset. If they do not, the change in the useful
life assessment from indefinite to finite is accounted for as a change in accounting estimate in accordance with
MFRS 108 Accounting Policies, Changes in Accounting Estimates and Errors.

Expenditure on an intangible item that are initially recognised as an expense is not recognised as part of the cost
of an intangible asset at a later date.

An intangible asset is derecognised on disposal or when no future economic benefits are expected from its use.
The gain or loss arising from the derecognition is determined as the difference between the net disposal proceeds,
if any, and the carrying amount of the asset and is recognised in profit or loss when the asset is derecognised.
04 Financial Statements • BONIA CORPORATION BERHAD 123

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.8 Intangible assets (continued)

(b) Other intangible assets (continued)

Trademarks

Acquired trademarks that have finite useful lives are carried at cost less accumulated amortisation and any
accumulated impairment losses. Amortisation is calculated using the straight-line method to allocate the cost
of trademarks over their estimated useful lives of seven (7) to forty (40) years. Cost of renewing trademarks is
recognised in profit or loss as incurred.

Trademarks with indefinite useful lives are tested for impairment annually and wherever there is an indication
that the carrying amount may be impaired.

Other intangible assets

Acquired other intangible assets that have finite useful lives are carried at cost less accumulated amortisation
and any accumulated impairment losses. Amortisation is calculated using the straight-line method to allocate
the cost of other intangible assets over their estimated useful lives of two (2) to six (6) years.

4.9 Impairment of non-financial assets

The carrying amounts of assets, except for financial assets (excluding investments in subsidiaries and interests in
associates), inventories, deferred tax assets, investment properties measured at fair value and non-current assets (or
disposal groups) held for sale or held for distribution, are reviewed at the end of each reporting period to determine
whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.

Goodwill and intangible assets that have an indefinite useful life are tested annually for impairment or more frequently
if events or changes in circumstances indicate that the goodwill or intangible asset might be impaired.

The recoverable amount of an asset is estimated for an individual asset. Where it is not possible to estimate the
recoverable amount of the individual asset, the impairment test is carried out on the cash generating unit (“CGU”) to
which the asset belongs. Goodwill acquired in a business combination is from the acquisition date, allocated to each of
the CGU or groups of CGU of the Group that are expected to benefit from the synergies of the combination giving rise
to the goodwill irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups
of units.

Goodwill acquired in a business combination shall be tested for impairment as part of the impairment testing of CGU
to which it relates. The CGU to which goodwill is allocated shall represent the lowest level within the Group at which
the goodwill is monitored for internal management purposes and not larger than an operating segment determined in
accordance with MFRS 8 Operating Segments.

The recoverable amount of an asset or CGU is the higher of its fair value less cost to sell and its value-in-use.

In estimating value-in-use, the estimated future cash inflows and outflows to be derived from continuing use of the
asset and from its ultimate disposal are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which the future cash
flow estimates have not been adjusted. An impairment loss is recognised in profit or loss when the carrying amount
of the asset or the CGU, including the goodwill or intangible asset, exceeds the recoverable amount of the asset or
the CGU. The total impairment loss is allocated, first, to reduce the carrying amount of any goodwill allocated to the
CGU and then to the other assets of the CGU on a pro-rata basis of the carrying amount of each asset in the CGU. The
impairment loss is recognised in profit or loss immediately.

An impairment loss on goodwill is not reversed in subsequent periods. An impairment loss for other assets is reversed
if, and only if, there has been a change in the estimates used to determine the assets’ recoverable amount since the last
impairment loss was recognised.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Such
reversals are recognised as income immediately in profit or loss.
124 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.10 Inventories

Inventories are stated at the lower of cost and net realisable value.

Cost is determined using the weighted average method. Cost of consumables and raw materials comprises all costs of
purchase plus other costs incurred in bringing the inventories to their present location and condition. The cost of work-
in-progress and finished goods includes the cost of raw materials, direct labour, other direct cost and a proportion of
production overheads based on normal operating capacity of the production facilities.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and the estimated costs necessary to make the sale.

4.11 Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one enterprise and a financial liability or
equity instrument of another enterprise.

A financial asset is any asset that is cash, an equity instrument of another enterprise, a contractual right to receive
cash or another financial asset from another enterprise, or a contractual right to exchange financial assets or financial
liabilities with another enterprise under conditions that are potentially favourable to the Group.

A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to another
enterprise, or a contractual obligation to exchange financial assets or financial liabilities with another enterprise under
conditions that are potentially unfavourable to the Group.

Financial instruments are recognised on the statements of financial position when the Group has become a party to the
contractual provisions of the instrument. At initial recognition, an entity shall measure a financial asset (unless it is a
trade receivable that does not contain a significant financing component) or financial liability at its fair value plus or
minus, in the case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that
are directly attributable to the acquisition or issue of the financial asset or financial liability.

An embedded derivative is recognised separately from the host contract where the host contract is not a financial asset,
and accounted for separately if, and only if, the derivative is not closely related to the economic characteristics and
risks of the host contract and the host contract is not measured at fair value through profit or loss. The host contract in
the event an embedded derivative is recognised separately is accounted for in accordance with the policy applicable
to the nature of the host contract.

(a) Financial assets

When financial assets are initially recognised, they are measured at fair value, plus, in the case of financial
assets not at Fair Value Through Profit or Loss (“FVTPL”), directly attributable transaction costs.

The Group determines the classification of financial assets upon initial recognition. The measurement for each
classification of financial assets are as below:

(i) Financial assets measured at amortised cost

Financial assets that are debt instruments are measured at amortised cost if they are held within a business
model whose objective is to collect contractual cash flows and have contractual terms which give rise
on specific dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.

Subsequent to initial recognition, financial assets are measured at amortised cost using the effective
interest method. Gains and losses are recognised in profit or loss through the amortisation process.
Financial assets are carried net of impairment losses, if any.
04 Financial Statements • BONIA CORPORATION BERHAD 125

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.11 Financial instruments (continued)

(a) Financial assets (continued)

The Group determines the classification of financial assets upon initial recognition. The measurement for each
classification of financial assets are as below (continued):

(ii) Financial assets measured at fair value

Financial assets that are debt instruments are measured at Fair Value Through Other Comprehensive
Income (“FVTOCI”), if they are held within a business model whose objectives are to collect contractual
cash flows and selling the financial assets, and have contractual terms which give rise on specific dates to
cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets that are debt instruments are measured at fair value.
Any gains or losses arising from the changes in fair value are recognised in other comprehensive income,
except for impairment losses, exchange differences and interest income which are recognised in profit
or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassified
from equity to profit or loss as a reclassification adjustment when the financial asset is derecognised.

Financial assets that are debt instruments which do not satisfy the requirements to be measured at
amortised cost or FVTOCI are measured at FVTPL.

Equity instruments are classified as financial assets measured at FVTPL if they are held for trading or are
designated as such upon initial recognition. Equity instruments are classified as held for trading if they
are acquired principally for sale in the near term or are derivatives that do not meet the hedge accounting
criteria (including separated embedded derivatives). The Group had elected an irrevocable option to
designate its equity instruments not held for trading other than investments in subsidiaries and associates
at initial recognition as financial assets measured at FVTPL.

Subsequent to initial recognition, financial assets that are equity instruments are measured at fair value.
Any gains or losses arising from the changes in fair value are recognised in profit or loss. Dividends
on equity instruments are recognised in profit or loss when the Group’s right to receive payment is
established.

A financial asset is derecognised when the contractual right to receive cash flows from the asset has expired. On
derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the
consideration received is recognised in profit or loss.

Cash and bank balances are measured at amortised cost. Cash and cash equivalents consist of cash on hand,
balances and deposits with banks and highly liquid investments which have an insignificant risk of changes in
fair value with original maturities of three (3) months or less and are used by the Group and the Company in the
management of their short term commitments. For the purpose of the statements of cash flows, cash and cash
equivalents are presented net of bank overdrafts and pledged deposits.

A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose terms require
delivery of the asset within the time frame established generally by regulation or marketplace convention.

A regular way purchase or sale of financial assets shall be recognised and derecognised, as applicable, using
trade date accounting.

(b) Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into and
meet the definition of a financial liability.

Financial liabilities are recognised in the statements of financial position when, and only when, the Group
becomes a party to the contractual provisions of the financial instrument. Financial liabilities are classified as
either financial liabilities measured at FVTPL or financial liabilities measured at amortised cost.
126 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.11 Financial instruments (continued)

(b) Financial liabilities (continued)

(i) Financial liabilities measured at FVTPL

Financial liabilities at FVTPL include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at FVTPL.

Financial liabilities are classified as held for trading if they are acquired for the purpose of selling in the
near term. This includes derivatives entered into by the Group that does not meet the hedge accounting
criteria. Derivative liabilities are initially measured at fair value and subsequently stated at fair value,
with any resultant gains or losses recognised in profit or loss except for when the Group’s own credit risk
increases or decreases and which is recognised in other comprehensive income. Net gains or losses on
derivatives include exchange differences.

(ii) Financial liabilities measured at amortised cost

Financial liabilities are recognised initially at fair value plus directly attributable transaction costs and
subsequently measured at amortised cost using the effective interest method.

For financial liabilities, gains and losses are recognised in profit or loss when the liabilities are
derecognised and through the amortisation process.

A financial liability is derecognised when, and only when, it is extinguished, i.e. when the obligation specified
in the contract is discharged or cancelled or expires. An exchange between an existing borrower and lender
of debt instruments with substantially different terms are accounted for as an extinguishment of the original
financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the
terms of an existing financial liability is accounted for as an extinguishment of the original financial liability
and the recognition of a new financial liability.

The difference between the carrying amount of a financial liability extinguished or transferred to another party
and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in
profit or loss.

4.12 Financial guarantee contract

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder
for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or
modified terms of a debt instrument.

The Group designates corporate guarantees given to banks for credit facilities granted to subsidiaries as insurance
contracts as defined in MFRS 4 Insurance Contracts. The Group recognises these corporate guarantees as insurance
liabilities when there is a present obligation, legal or constructive, as a result of a past event, when it is probable that
an outflow of resources embodying economic benefits would be required to settle the obligation and a reliable estimate
can be made of the amount of the obligation.

At the end of each reporting period, the Group assesses whether its recognised insurance liabilities, if any, are adequate,
using current estimates of future cash flows under its insurance contracts. If this assessment shows that the carrying
amount of the insurance liabilities is inadequate, the entire deficiency shall be recognised in profit or loss.

Recognised insurance liabilities, if any, are only removed from the statement of financial position when, and only
when, it is extinguished via a discharge, cancellation or expiration.
04 Financial Statements • BONIA CORPORATION BERHAD 127

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.13 Equity

An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after
deducting all of its liabilities. Ordinary shares are classified as equity instruments.

Ordinary shares are recorded at the proceeds received at issuance and classified as equity. Transaction costs directly
related to the issuance of equity instrument are accounted for as a deduction from equity, net of any related income tax
benefit. Otherwise, they are charged to profit or loss.

Interim dividends to shareholders are recognised in equity in the period in which they are declared. Final dividends are
recognised upon the approval of shareholders in a general meeting.

The Group measures a liability to distribute non-cash assets as a dividend to the owners of the Company at the fair
value of the assets to be distributed. The carrying amount of the dividend is remeasured at the end of each reporting
period and at the settlement date, with any changes recognised directly in equity as adjustments to the amount of the
distribution.

On settlement of the transaction, the Group recognises the difference, if any, between the carrying amount of the assets
distributed and the carrying amount of the liability in profit or loss.

When the Group repurchases its own shares, the shares repurchased would be accounted for using the treasury stock
method.

Where the treasury stock method is applied, the shares repurchased and held as treasury shares shall be measured and
carried at the cost of repurchase on initial recognition and subsequently. It shall not be revalued for subsequent changes
in the fair value or market price of the shares.

The carrying amount of the treasury shares shall be offset against equity in the statement of financial position. To the
extent that the carrying amount of the treasury shares exceeds the share premium account, it shall be considered as a
reduction of any other reserves as may be permitted by the Companies Act 2016 in Malaysia.

No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the own equity instruments
of the Company. If such shares are issued by resale, any difference between the sales consideration and the carrying
amount is shown as a movement in equity.

4.14 Impairment of financial assets

The Group applies the simplified approach to measure expected credit loss (“ECL”). This entails recognising a lifetime
expected loss allowance for all trade receivables.

Expected credit losses are based on the difference between the contractual cash flows due in accordance with the
contract and all the cash flows that the Group expects to receive. The estimate of expected cash shortfall shall reflect
the cash flows expected from collateral and other credit enhancements that are part of the contractual terms. The
shortfall is then discounted at an approximation to the asset’s original effective interest rate of the asset.

The Group considers credit loss experience and observable data such as current changes and future forecasts in
economic conditions of the Group’s industry to estimate the amount of expected impairment loss. The methodology
and assumptions, including any forecasts of future economic conditions, are reviewed regularly.

Impairment for trade receivables that do not contain a significant financing component are recognised based on the
simplified approach within MFRS 9 using the lifetime expected credit losses.

In measuring the expected credit losses on trade receivables, the probability of non-payment by the trade receivables
is adjusted by forward-looking information and multiplied by the amount of the expected loss arising from default to
determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such
impairments are recorded in a separate impairment account with the loss being recognised in the statements of profit
or loss and other comprehensive income. On confirmation that the trade receivable would not be collectible, the gross
carrying value of the asset would be written off against the associated impairment.
128 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.14 Impairment of financial assets (continued)

Impairment for other receivables, amounts owing by subsidiaries and amounts owing by related parties are recognised
based on the general approach within MFRS 9 using the forward-looking expected credit loss model. The methodology
used to determine the amount of the impairment is based on whether there has been a significant increase in credit risk
since initial recognition of the financial asset. For those in which the credit risk has not increased significantly since
initial recognition of the financial asset, twelve-month expected credit losses are recognised while interest income is
recognised on a gross basis. For those in which credit risk has increased significantly, lifetime expected credit losses
along with the gross interest income are recognised. At the end of the reporting period, the Group assesses whether
there has been a significant increase in credit risk for financial assets by comparing the risk for default occurring over
the expected life with the risk of default since initial recognition. For those that are determined to be credit impaired,
lifetime expected credit losses are recognised while interest income is recognised on a net basis.

The Group defines significant increase in credit risk based on the operating performance of the receivables, changes
in contractual terms, payment trends and past due information. A significant increase in credit risk is presumed if
contractual payments are more than 150 days past due.

The probability of non-payment by other receivables, amounts owing by subsidiaries and amounts owing by related
parties are adjusted by forward-looking information and multiplied by the amount of the expected loss arising from
default to determine the twelve-month or lifetime expected credit loss for other receivables, amounts owing by
subsidiaries and amounts owing by related parties.

The carrying amount of the financial asset is reduced through the use of an allowance for impairment loss account and
the amount of the impairment loss is recognised in profit or loss. When a financial asset becomes uncollectible, it is
written off against the allowance for impairment loss account.

4.15 Borrowing costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset is
capitalised as part of the cost of the asset until when substantially all the activities necessary to prepare the asset for its
intended use or sale are complete, after which such expense is charged to profit or loss. A qualifying asset is an asset
that necessarily takes a substantial period of time to get ready for its intended use or sale. Capitalisation of borrowing
cost is suspended during extended periods in which active development is interrupted.

The amount of borrowing costs eligible for capitalisation is the actual borrowing costs incurred on the borrowing
during the period less any investment income on the temporary investment of the borrowing.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

4.16 Income taxes

Income taxes include all domestic and foreign taxes on taxable profit. Income taxes also include other taxes, such
as withholding taxes, which are payable by foreign subsidiaries and associates on distributions to the Group and
Company, and real property gains taxes payable on the disposal of properties.

Taxes in the statements of profit or loss and other comprehensive income comprise current tax and deferred tax.

(a) Current tax

Current tax expenses are determined according to the tax laws of each jurisdiction in which the Group operates
and include all taxes based upon the taxable profits (including withholding taxes payable by foreign subsidiaries
on distribution of retained earnings to companies in the Group), and real property gains taxes payable on
disposal of properties.

(b) Deferred tax

Deferred tax is recognised in full using the liability method on temporary differences arising between the
carrying amount of an asset or liability in the statements of financial position and its tax base.

Deferred tax is recognised for all temporary differences, unless the deferred tax arises from goodwill or the
initial recognition of an asset or liability in a transaction which is not a business combination and at the time of
transaction, affects neither accounting profit nor taxable profit.
04 Financial Statements • BONIA CORPORATION BERHAD 129

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.16 Income taxes (continued)

(b) Deferred tax (continued)

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits would be
available against which the deductible temporary differences, unused tax losses and unused tax credits can be
utilised. The carrying amount of a deferred tax asset is reviewed at the end of each reporting period. If it is
no longer probable that sufficient taxable profits would be available to allow the benefit of part or all of that
deferred tax asset to be utilised, the carrying amount of the deferred tax asset would be reduced accordingly.
When it becomes probable that sufficient taxable profits would be available, such reductions would be reversed
to the extent of the taxable profits.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when the deferred income taxes relate to the same taxation authority on either:

(i) the same taxable entity; or

(ii) different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or
to realise the assets and settle the liabilities simultaneously, in each future period in which significant
amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Deferred tax would be recognised as income or expense and included in profit or loss for the period unless the
tax relates to items that are credited or charged, in the same or a different period, directly to equity, in which
case the deferred tax would be charged or credited directly to equity.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the
asset is realised or the liability is settled, based on the announcement of tax rates and tax laws by the Government
in the annual budgets which have the substantive effect of actual enactment by the end of each reporting period.

4.17 Contract liabilities

Contract liabilities represent the Group’s obligation to transfer goods or services to customers for which the Group
has received the consideration in advance from the customer. The contract liabilities of the Group represents deferred
revenue where the Group has billed or collected the payment or consideration in advance before the goods are delivered
or services are provided to the customers. Contract liabilities are recognised as revenue when the relevant performance
obligations are satisfied.

4.18 Provisions

Provisions are recognised when there is a present obligation, legal or constructive, as a result of a past event, and when
it is probable that an outflow of resources embodying economic benefits would be required to settle the obligation and
a reliable estimate can be made of the amount of the obligation. Where the Group expects a provision to be reimbursed
(for example, under an insurance contract), the reimbursement is recognised as a separate asset but only when the
reimbursement is virtually certain.

If the effect of the time value of money is material, the amount of a provision would be discounted to its present value
at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no
longer probable that an outflow of resources embodying economic benefits would be required to settle the obligation,
the provision would be reversed.

Provisions are not recognised for future operating losses. If the Group has a contract that is onerous, the present
obligation under the contract shall be recognised and measured as a provision.

Provision for restoration costs

Provision for restoration costs is included in the carrying amounts of right-of-use assets. This provision is recognised in
respect of the obligation of the Group to restore leased outlets to its original state upon the expiry of tenancy agreements.
130 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.19 Contingent liabilities and contingent assets

A contingent liability is a possible obligation that arises from past events whose existence would be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present
obligation that is not recognised because it is not probable that an outflow of resources would be required to settle the
obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised
because it cannot be measured reliably. The Group does not recognise a contingent liability but discloses its existence
in the financial statements.

A contingent asset is a possible asset that arises from past events whose existence would be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group. The Group
does not recognise a contingent asset but discloses its existence where the inflows of economic benefits are probable,
but not virtually certain.

In the acquisition of subsidiaries by the Group under business combinations, contingent liabilities assumed are
measured initially at their fair value at the acquisition date.

4.20 Employee benefits

(a) Short term employee benefits

Wages, salaries, social security contributions, paid annual leave, paid sick leave, bonuses and non-monetary
benefits are measured on an undiscounted basis and are expensed when employees rendered their services to
the Group.

Short term accumulating compensated absences such as paid annual leave are recognised as an expense when
employees render services that increase their entitlement to future compensated absences. Short term non-
accumulating compensated absences such as sick leave are recognised when the absences occur and they lapse
if the current period’s entitlement is not used in full and do not entitle employees to a cash payment for unused
entitlement on leaving the Group.

Bonuses are recognised as an expense when there is a present legal or constructive obligation to make such
payments, as a result of past events and when a reliable estimate can be made of the amount of the obligation.

(b) Defined contribution plans

The Company and its subsidiaries incorporated in Malaysia make contributions to a statutory provident fund
and foreign subsidiaries make contributions to their respective countries’ statutory pension schemes. The
contributions are recognised as a liability after deducting any contributions already paid and as an expense in
the period in which the employees render their services.

4.21 Foreign currencies

(a) Functional and presentation currency

Items included in the financial statements of each of the entities of the Group are measured using the
currency of the primary economic environment in which the entity operates (“the functional currency”). The
consolidated financial statements are presented in Ringgit Malaysia, which is the functional and presentation
currency of the Company.

(b) Foreign currency translations and balances

Transactions in foreign currencies are converted into functional currency at rates of exchange ruling at the
transaction dates. Monetary assets and liabilities in foreign currencies at the end of each reporting period are
translated into functional currency at rates of exchange ruling at that date. All exchange differences arising
from the settlement of foreign currency transactions and from the translation of foreign currency monetary
assets and liabilities are included in profit or loss in the period in which they arise. Non-monetary items initially
denominated in foreign currencies, which are carried at historical cost, are translated using the historical rate
as of the date of acquisition, and non-monetary items, which are carried at fair value are translated using the
exchange rate that existed when the values were determined for presentation currency purposes.
04 Financial Statements • BONIA CORPORATION BERHAD 131

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.21 Foreign currencies (continued)

(c) Foreign operations

Financial statements of foreign operations are translated at the end of the reporting period exchange rates with
respect to their assets and liabilities, and at exchange rates at the dates of the transactions with respect to the
statements of profit or loss and other comprehensive income. All resulting translation differences are recognised
as a separate component of equity.

In the consolidated financial statements, exchange differences arising from the translation of net investment
in foreign operations are taken to equity. When a foreign operation is partially disposed of or sold, the
attributable exchange differences that were recorded in equity are recognised in profit or loss as part of the
gain or loss on disposal.

Exchange differences arising on a monetary item that forms part of the net investment of the Company in a
foreign operation shall be recognised in profit or loss in the separate financial statements of the Company or
the foreign operation, as appropriate. In the consolidated financial statements, such exchange differences shall
be recognised initially as a separate component of equity and recognised in profit or loss upon disposal of the
net investment.

Goodwill and fair value adjustments to the assets and liabilities arising from the acquisition of a foreign
operation are treated as assets and liabilities of the acquired entity and translated at the exchange rate ruling at
the end of each reporting period.

4.22 Revenue recognition

Revenue is measured based on the consideration specified in a contract with a customer in exchange for transferring
goods or services to a customer, excluding amounts collected on behalf of third parties. The Group recognises revenue
when (or as) it transfers control over a product or service to customer. An asset is transferred when (or as) the customer
obtains control of the asset.

The Group transfers control of a good or service at a point in time unless one of the following over time criteria is met:

(a) the customer simultaneously receives and consumes the benefits provided as the Group performs;

(b) the Group’s performance creates or enhances an asset that the customer controls as the asset is created or
enhanced; or

(c) the Group’s performance does not create an asset with an alternative use and the Group has an enforceable right
to payment for performance completed to date.

Revenue is measured at the fair value of consideration received or receivable. The following describes the performance
obligations in contracts with customers:

(a) Sale of goods

Revenue from sales of goods is recognised at a point in time when the goods have been transferred to the
customer and coincides with the delivery of goods and acceptance by customers.

(b) Management fee


Management fee is recognised at a point in time when management services are rendered and accepted by
subsidiaries.

(c) Royalty income


Royalty income is recognised over the period of the respective royalty arrangement.
132 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.22 Revenue recognition (continued)

Revenue recognition not in relation to performance obligations is described below:

(a) Dividend income


Dividend income is recognised when the shareholder’s right to receive payment is established.

(b) Interest income


Interest income is recognised as it accrues, using the effective interest method.

(c) Rental income


Rental income is accounted for on a straight-line basis over the lease term of an ongoing lease.

4.23 Operating segments

Operating segments are defined as components of the Group that:

(a) engages in business activities from which it could earn revenues and incur expenses (including revenues and
expenses relating to transactions with other components of the Group);
(b) whose operating results are regularly reviewed by the chief operating decision maker of the Group, particularly
in making decisions about resources to be allocated to the segment and assessing its performance; and
(c) for which discrete financial information is available.

An operating segment may engage in business activities for which it has yet to earn revenues.

The Group reports separately information about each operating segment that meets any of the following quantitative
thresholds:

(a) Its reported revenue, including both sales to external customers and intersegment sales or transfers, is ten
percent (10%) or more of the combined revenue, internal and external, of all operating segments.
(b) The absolute amount of its reported profit or loss is ten percent (10%) or more of the greater, in absolute
amount of:
(i) the combined reported profit of all operating segments that did not report a loss; and
(ii) the combined reported loss of all operating segments that reported a loss.
(c) Its assets are ten percent (10%) or more of the combined assets of all operating segments.

Operating segments that do not meet any of the quantitative thresholds may be considered reportable, and
separately disclosed, if the management believes that information about the segment would be useful to users of
the financial statements.

Total external revenue reported by operating segments shall constitute at least seventy-five percent (75%) of the
revenue of the Group. Operating segments identified as reportable segments in the current financial year in accordance
with the quantitative thresholds would result in a restatement of prior period segment data for comparative purposes.

4.24 Earnings per share

(a) Basic
Basic earnings per ordinary share for the financial year is calculated by dividing the profit for the financial year
attributable to equity holders of the parent by the weighted average number of ordinary shares outstanding
during the financial year.

(b) Diluted
Diluted earnings per ordinary share for the financial year is calculated by dividing the profit for the financial
year attributable to equity holders of the parent by the weighted average number of ordinary shares outstanding
during the financial year adjusted for the effects of dilutive potential ordinary shares.
04 Financial Statements • BONIA CORPORATION BERHAD 133

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.25 Fair value measurements

The fair value of an asset or a liability, except for lease transactions, is determined as the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. The fair value measurement assumes that the transaction to sell the asset or transfer the liability takes place either
in the principal market or in the absence of a principal market, in the most advantageous market.

The Group measures the fair value of an asset or a liability by taking into account the characteristics of the asset or
liability if market participants would take these characteristics into account when pricing the asset or liability. The
Group has considered the following characteristics when determining fair value:

(a) The condition and location of the asset; and

(b) Restrictions, if any, on the sale or use of the asset.

The fair value measurement for a non-financial asset takes into account the ability of the market participant to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that would
use the asset in its highest and best use.

The fair value of a financial or non-financial liability or an entity’s own equity instrument assumes that:

(a) A liability would remain outstanding and the market participant transferee would be required to fulfil the obligation.
The liability would not be settled with the counterparty or otherwise extinguished on the measurement date; and

(b) An entity’s own equity instrument would remain outstanding and the market participant transferee would take
on the rights and responsibilities associated with the instrument. The instrument would not be cancelled or
otherwise extinguished on the measurement date.

4.26 Non-current assets (or disposal groups) held for sale or held for distribution and discontinued operations

(a) Non-current assets (or disposal groups) held for sale or held for distribution

Non-current assets (or disposal groups) are classified as held for sale if their carrying amounts would be
recovered principally through a sale transaction rather than through continuing use. For this to be the case, the
assets (or disposal groups) shall be available for immediate sale in their present condition subject only to terms
that are usual and customary for sales of such assets (or disposal groups) and its sale must be highly probable.
The probability of shareholders’ approval (if required in the jurisdiction) is considered as part of the assessment
of whether the sale is highly probable.

The sale is expected to qualify for recognition as a completed sale within one (1) year from the date of
classification. However, an extension of the period required to complete the sale does not preclude the assets
(or the disposal groups) from being classified as held for sale if the delay is caused by events or circumstances
beyond the control of the Group and there is sufficient evidence that the Group remains committed to its plan
to sell the assets (or disposal groups).

A non-current asset (or disposal group) is classified as held for distribution to owners when the entity is
committed to distribute the asset (or disposal group) to the owners. For this to be the case, the assets must be
available for immediate distribution in their present condition and the distribution must be highly probable. For
the distribution to be highly probable, actions to complete the distribution must have been initiated and should
be expected to be completed within one (1) year from the date of classification. Actions required to complete the
distribution should indicate that it is unlikely that significant changes to the distribution will be made or that the
distribution will be withdrawn. The probability of shareholders’ approval (if required in the jurisdiction) should
be considered as part of the assessment of whether the distribution is highly probable.

When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and
liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless
of whether the Group retains a non-controlling interest in its former subsidiary after the sale or otherwise.
134 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

4. SIGNIFICANT ACCOUNTING POLICIES (continued)

4.26 Non-current assets (or disposal groups) held for sale or held for distribution and discontinued operations
(continued)

(a) Non-current assets (or disposal groups) held for sale or held for distribution (continued)

Immediately before the initial classification as held for sale or held for distribution, the carrying amounts of the
assets (or the disposal groups) are measured in accordance with applicable MFRSs. On initial classification as
held for sale or held for distribution, non-current assets (other than investment properties, deferred tax assets,
employee benefits assets, and financial assets carried at fair value) are measured at the lower of their carrying
amount before the initial classification as held for sale or held for distribution and fair value less costs to sell
or fair value less costs to distribute respectively. The differences, if any, are recognised in profit or loss as
impairment loss.

Non-current assets (or the disposal groups) held for sale or held for distribution are classified as current assets
in the statement of financial position and are stated at the lower of carrying amount immediately before initial
classification and fair value less costs to sell or cost to distribute and are not depreciated. Any cumulative
income or expense recognised directly in equity relating to the non-current assets (or disposal groups) classified
as held for sale or held for distribution is presented separately.

If an asset (or disposal group) is being classified as asset (or disposal group) held for sale or held for distribution
but subsequently, the criteria for such classification is not met, it will cease to be classified as non-current asset
(or disposal group) held for sale or held for distribution and will be measured at the lower of:

(i) Its carrying amount before the asset (or disposal group) was classified as held for sale or held for
distribution, adjusted for any depreciation, amortisation or revaluation that would have been recognised
had the asset (or disposal group) not been classified as held for sale or held for distribution; and

(ii) Its recoverable amount at the date of the subsequent decision not to sell or distribute.

(b) Discontinued operations

A component of the Group is classified as a discontinued operation when the criteria to be classified as held
for sale or held for distribution have been met or it has been disposed of, and such a component represents a
separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose
of a separate major line of business or geographical area of operations or is a subsidiary acquired exclusively
with a view to resale. When an operation is classified as discontinued operation, the comparative statement of
profit or loss and other comprehensive income is re-presented as if the operation had been discontinued from
the beginning of the comparative period.

5. ADOPTION OF NEW MFRSs AND AMENDMENTS TO MFRSs

5.1 New MFRSs adopted during the financial year

The Group and the Company adopted the following Standards of the MFRS Framework that were issued by the
Malaysian Accounting Standards Board (“MASB”) during the financial year:

Title Effective Date


Amendments to References to the Conceptual Framework in MFRS Standards 1 January 2020
Amendments to MFRS 3 Definition of a Business 1 January 2020
Amendments to MFRS 101 and MFRS 108 Definition of Material 1 January 2020
Amendments to MFRS 9, MFRS 139 and MFRS 7 Interest Rate Benchmark Reform 1 January 2020
Amendments to MFRS 4 Insurance Contract - Extension of the Temporary Exemption
from Applying MFRS 9 17 August 2020

Adoption of the above Standards did not have any material effect on the financial performance or position of the Group
and of the Company.
04 Financial Statements • BONIA CORPORATION BERHAD 135

Notes to the
Financial Statements
30 June 2021

5. ADOPTION OF NEW MFRSs AND AMENDMENTS TO MFRSs (continued)

5.2 New MFRSs that have been issued, but only effective for annual periods beginning on or after 1 January 2021

The following are Standards of the MFRS Framework that have been issued by the Malaysian Accounting Standards
Board (“MASB”) but have not been early adopted by the Group and the Company:

Title Effective Date


Interest Rate Benchmark Reform - Phase 2 (Amendments to MFRS 9, MFRS 139,
MFRS 7, MFRS 4 and MFRS 16) 1 January 2021
Covid-19-Related Rent Concessions beyond 30 June 2021 (Amendment to MFRS 16 Leases) 1 April 2021
Annual Improvements to MFRS Standards 2018 - 2020 1 January 2022
Amendments to MFRS 3 Reference to the Conceptual Framework 1 January 2022
Amendments to MFRS 116 Property, Plant and Equipment - Proceeds before Intended Use 1 January 2022
Amendments to MFRS 137 Onerous Contracts - Cost of Fulfilling a Contract 1 January 2022
Amendments to MFRS 101 Classification of Liabilities as Current or Non-current 1 January 2023
MFRS 17 Insurance Contracts 1 January 2023
Amendments to MFRS 17 Insurance Contracts 1 January 2023
Disclosure of Accounting Policies (Amendments to MFRS 101 Presentation of
Financial Statements) 1 January 2023
Definition of Accounting Estimates (Amendments to MFRS 108 Accounting Policies,
Changes in Accounting Estimates and Errors) 1 January 2023
Deferred Tax related to Assets and Liabilities arising from a Single Transaction
(Amendments to MFRS 112 Income Taxes) 1 January 2023
Amendments to MFRS 10 and MFRS 128 Sale or Contribution of Assets between an Investor
and its Associate or Joint Venture Deferred

The Group and the Company are in the process of assessing the impact of implementing these Standards, since the
effects would only be observable for future financial years.

6. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated by the management of the Group and are based on historical experience
and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The management makes estimates and assumptions concerning the future. The resulting accounting estimates will, by
definition, rarely equal the related actual results. To enhance the information content of the estimates, certain key variables
that are anticipated to have a material impact to the Group’s and the Company’s results and financial position are tested for
sensitivity to changes in the underlying parameters. The estimates and assumptions that may have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below:

(a) Impairment assessment of the carrying amounts of goodwill, trademarks and other intangible assets

Goodwill, trademarks and other intangible assets are tested for impairment by the Group annually, or more frequently
if events or changes in circumstances indicate that the goodwill or intangible assets might be impaired. To determine if
there is any impairment loss required on goodwill, trademarks and other intangible assets, management used a value-
in-use model to compute the present values of forecasted future cash flows for the respective Cash Generating Units
(“CGUs”).

Management focused on the impairment assessment of the carrying amounts of goodwill, trademarks and other
intangible assets because the determination of whether or not an impairment loss is necessary involves significant
judgement by the management about the future results and cash flows of the relevant business, including forecast
growth in future revenue and operating profit margins as well as determining an appropriate discount factor and growth
rates, which are, among others, dependent on forecasted economic conditions affected by the COVID-19 pandemic.
136 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

6. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (continued)

(b) Carrying amount of inventories at the lower of cost and net realisable value

Management focused on the risk that the carrying amount of inventories may not be stated at the lower of cost and net
realisable value, the determination of which requires the management to exercise significant judgement in estimating
the net realisable value of the inventories.

In estimating the net realisable value of inventories, management considers the inventories’ ageing, fashion pattern,
current economic conditions, market demand, expectation of future prices and changes in customer preference of the
respective inventories.

(c) Recoverability of trade receivables

Recoverability of trade receivables requires management to exercise significant judgements in determining the
probability of default by trade receivables as well as the use of appropriate forward-looking information, incorporating
the impact of the COVID-19 pandemic.

(d) Impairment assessment of the carrying amounts of property, plant and equipment and right-of-use assets

Management used forecasted future cash flows in value-in-use model to determine the recoverable amounts of
property, plant and equipment and right-of-use assets in certain subsidiaries which have indication of impairment
(hereinafter referred to as Cash Generating Units (“CGUs”)) to assess if there is any impairment loss required on the
property, plant and equipment and right-of-use assets.

The determination of whether or not an impairment loss is necessary involves significant judgements and estimates
about the future results and key assumptions applied to cash flow projections of the CGUs in determining their
recoverable amounts. These key assumptions include forecast growth in future revenues and operating profit margins,
as well as determining an appropriate pre-tax discount rate and growth rates, which are, among others, dependent on
forecasted economic conditions affected by the COVID-19 pandemic.

(e) Impairment assessment of the carrying amounts of costs of investments in subsidiaries

Management used forecasted future cash flows and a value-in-use model to compute the present value of forecasted
future cash flows for certain subsidiaries/Cash Generating Units (“CGUs”) to determine if there is any impairment loss
required on the costs of investments in these subsidiaries.

The determination of whether or not an impairment loss is necessary involves significant judgements and estimates by
the management about the future results and key assumptions applied to cash flow projections of these subsidiaries/
CGUs in determining their recoverable amounts. These key assumptions include forecast growth in future revenues
and operating profit margins, as well as determining an appropriate pre-tax discount rate and growth rates, which are,
among others, dependent on forecasted economic conditions affected by the COVID-19 pandemic.

(f) Impairment assessment of amounts owing by subsidiaries

Impairment assessment of amounts owing by subsidiaries requires management to exercise significant judgements in
determining the probability of default by subsidiaries, appropriate forward-looking information, significant increase
in credit risk and estimated cash flows recoverable in worst-case scenarios, incorporating the impact of the COVID-19
pandemic.
7. PROPERTY, PLANT AND EQUIPMENT

Group Impairment Depreciation


Reclassification loss for the charge for
to assets held financial financial
Balance for sale/ year year Balance
as at distribution (Notes 26 Written (Notes 26 Translation as at
1.7.2020 Additions Disposals (Note 26) and 31) off and 31) adjustments 30.6.2021
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Carrying amount

Freehold land 2,950 - - (2,530) - - - - 420


Buildings on freehold land 82,141 300 - (9,619) - - (1,997) - 70,825
Buildings on leasehold land 12,244 - - (3,408) - - (334) (416) 8,086
Electrical installations 96 5 - (30) - - (41) - 30
Furniture, fittings and
counter fixtures 6,938 1,195 (32) (161) (316) (7) (4,057) 36 3,596
Motor vehicles 399 145 (3) (258) - - (126) 1 158
Office equipment 2,150 758 - (766) (13) (2) (1,142) 1 986
Plant and machinery 256 1 - - - - (60) - 197
Renovation 4,382 1,257 - (54) (2) (245) (2,125) 11 3,224
111,556 3,661 (35) (16,826) (331) (254) (9,882) (367) 87,522
04 Financial Statements

Group At 30.6.2021

Accumulated Accumulated Carrying


Cost depreciation impairment amount
RM’000 RM’000 RM’000 RM’000
Freehold land 420 - - 420
Buildings on freehold land 82,165 (11,340) - 70,825
Buildings on leasehold land 10,754 (2,313) (355) 8,086
Electrical installations 261 (231) - 30
Furniture, fittings and counter fixtures 33,959 (29,350) (1,013) 3,596
Motor vehicles 2,046 (1,888) - 158
Office equipment 13,233 (12,229) (18) 986
BONIA CORPORATION BERHAD

Plant and machinery 3,002 (2,805) - 197


Renovation 23,730 (20,504) (2) 3,224
169,570 (80,660) (1,388) 87,522
137

30 June 2021
Financial Statements
Notes to the
7. PROPERTY, PLANT AND EQUIPMENT (continued)
138

Group Impairment Depreciation


loss for the charge for the
Reclassification financial financial 30 June 2021
Balance to right-of-use year year Balance
as at assets (Notes 26 Written (Notes 26 Translation as at
Notes to the

1.7.2019 Additions Disposals (Note 8) and 31) off and 31) adjustments 30.6.2020
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Carrying amount

Freehold land 2,950 - - - - - - - 2,950


Financial Statements

Buildings on freehold land 84,121 - - - - - (1,980) - 82,141


Buildings on leasehold land 12,403 - - - - - (331) 172 12,244
BONIA CORPORATION BERHAD

Electrical installations 70 77 - - - - (51) - 96


Furniture, fittings and
counter fixtures 10,557 2,622 (13) - (709) (47) (5,392) (80) 6,938
Motor vehicles 695 2 (3) (196) - - (99) - 399
Office equipment 3,315 701 (40) - - (6) (1,820) - 2,150
Plant and machinery 150 158 - - - - (52) - 256
Renovation 3,513 2,813 - - - - (1,941) (3) 4,382
• Annual Report 2021

117,774 6,373 (56) (196) (709) (53) (11,666) 89 111,556

Group At 30.6.2020
Accumulated Accumulated Carrying
Cost depreciation impairment amount
RM’000 RM’000 RM’000 RM’000
Freehold land 2,950 - - 2,950
Buildings on freehold land 99,148 (17,007) - 82,141
Buildings on leasehold land 15,446 (2,848) (354) 12,244
Electrical installations 445 (349) - 96
Furniture, fittings and counter fixtures 44,959 (36,268) (1,753) 6,938
Motor vehicles 3,142 (2,743) - 399
Office equipment 20,393 (18,234) (9) 2,150
Plant and machinery 3,374 (3,118) - 256
Renovation 28,200 (23,818) - 4,382
218,057 (104,385) (2,116) 111,556
04 Financial Statements • BONIA CORPORATION BERHAD 139

Notes to the
Financial Statements
30 June 2021

7. PROPERTY, PLANT AND EQUIPMENT (continued)

(a) During the financial year, the Group and the Company made the following cash payments to purchase property, plant
and equipment:

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Purchase of property, plant and equipment
- continuing operations 3,150 5,837 - -
- discontinuing operations 511 536 - -
Unsettled and remained as other payables (60) (482) - -
Cash payments on purchase of property,
plant and equipment 3,601 5,891 - -

(b) As at the end of the reporting period, the carrying amount of property, plant and equipment pledged as securities for
banking facilities granted to the Group and the Company as disclosed in Notes 21(a) and 22 to the financial statements
are as follows:

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Buildings on freehold land 62,632 63,407 - -
Buildings on leasehold land 3,767 3,876 - -
66,399 67,283 - -

(c) For the purpose of impairment assessment, recoverable amount of property, plant and equipment is determined based
on a “value-in-use” of each Cash Generating Unit (“CGU”).

The carrying amounts of property, plant and equipment in certain subsidiaries which have indication of impairment
amounted to RM1,540,000 as at 30 June 2021.

Value-in-use of the CGUs is determined by discounting the future cash flows to be generated from continuing use of
the CGUs. Management has made significant judgements and estimates about the future results and key assumptions
applied to cash flow projections of the CGUs in determining the recoverable amount using the value-in-use model.
These key assumptions include forecast growth in future revenues and operating profit margins, as well as determining
an appropriate pre-tax discount rate and growth rates, which are, among others, dependent on forecasted economic
conditions affected by the COVID-19 pandemic.

Based on these assumptions, an impairment loss of RM331,000 (2020: RM709,000) is recognised in relation to
property, plant and equipment of certain subsidiaries as the recoverable amounts are lower than the carrying amounts
of the CGUs as a result of the COVID-19 pandemic as disclosed in Note 40(a) to the financial statements.

With regard to the assessment of value-in-use of the CGUs, management believes that no reasonably possible change
in any of the above key assumptions would cause the carrying amounts of the CGUs to materially exceed their
recoverable amounts.

(d) On 25 February 2021, a wholly-owned subsidiary of the Company, Luxury Parade Sdn. Bhd. committed to a plan to
dispose a detached factory building with a carrying amount of RM3,408,000 to a third party for a sales consideration
of RM6,500,000. The Company entered into the Sale and Purchase Agreement with the third party on 2 September
2021 for the sales transaction.

The transaction has not been completed as at the end of the reporting period and has been reclassified to non-current
assets held for sale as disclosed in Note 26(b) to the financial statements.
8. LEASES
140

The Group as lessee

Right-of-use assets 30 June 2021

Depreciation Impairment Reclassifi-


Notes to the

charge for the loss for the cation to


financial Written financial assets held
Balance Reassessment year off year for sale/ Balance
as at and (Notes 26 (Notes 26 (Notes 26 distribution Translation as at
1.7.2020 modification Additions and 31) and 31) and 31) (Note 26) adjustments 30.6.2021
Carrying amount RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Financial Statements

Leasehold land 823 - - (13) - - (624) - 186


BONIA CORPORATION BERHAD

Boutiques 59,568 4,435 2,334 (22,741) (17) (1,763) (6,085) 44 35,775


Warehouses, hostels and
office premises 5,841 1,194 4,152 (2,969) - - (60) 17 8,175
Office equipment 82 (31) 184 (61) - - - - 174
Motor vehicles 541 - 444 (204) - - (138) - 643
66,855 5,598 7,114 (25,988) (17) (1,763) (6,907) 61 44,953
• Annual Report 2021

At 30.6.2021
Accumulated Accumulated Carrying
Cost depreciation impairment amount
Carrying amount RM’000 RM’000 RM’000 RM’000
Leasehold land 279 (93) - 186
Boutiques 92,596 (55,179) (1,642) 35,775
Warehouses, hostels and office premises 13,606 (5,431) - 8,175
Office equipment 183 (9) - 174
Motor vehicles 894 (251) - 643
107,558 (60,963) (1,642) 44,953
8. LEASES (continued)

The Group as lessee (continued)

Right-of-use assets (continued)

Depreciation Impairment Reclassifi-


charge for the loss for the cation from
financial Written financial property,
Balance year off year plant and Balance
as at (Notes 26 (Notes 26 (Notes 26 equipment Translation as at
1.7.2019 Additions and 31) and 31) and 31) (Note 7) adjustments 30.6.2020
Carrying amount RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Leasehold land 836 - (13) - - - - 823
Boutiques 71,375 11,711 (22,849) (41) (578) - (50) 59,568
Warehouses, hostels and
office premises 8,150 194 (2,511) - - - 8 5,841
Office equipment 150 - (68) - - - - 82
Motor vehicles 149 320 (124) - - 196 - 541
80,660 12,225 (25,565) (41) (578) 196 (42) 66,855

At 30.6.2020
04 Financial Statements

Accumulated Accumulated Carrying


Cost depreciation impairment amount

Carrying amount RM’000 RM’000 RM’000 RM’000


Leasehold land 1,006 (183) - 823
Boutiques 107,153 (47,007) (578) 59,568
Warehouses, hostels and office premises 8,668 (2,827) - 5,841
Office equipment 150 (68) - 82
Motor vehicles 687 (146) - 541
117,664 (50,231) (578) 66,855
BONIA CORPORATION BERHAD
141

30 June 2021
Financial Statements
Notes to the
142 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

8. LEASES (continued)

The Group as lessee (continued)

Right-of-use assets (continued)

(a) The leasehold land of the Group have a remaining tenure of 64 years (2020: 61 to 65 years).

(b) The Group leases boutiques, warehouses, hostels, office premises, office equipment and motor vehicles with lease
periods of 2 to 10 years (2020: 2 to 10 years).

(c) The Group has certain leases of boutiques and hostels with lease term of less than twelve (12) months and low-value
leases of office equipment of RM20,000 and below. The Group applies the “short-term lease” and “lease of low-value
assets” exemptions for these leases.

(d) During the financial year, the Group made the following cash payments to purchase right-of-use assets:

Group
2021 2020
RM’000 RM’000
Purchase of right-of-use assets 7,114 12,225
Financed by lease liabilities (6,898) (12,063)
Provision for restoration costs capitalised (Note 23(b)) (127) (102)
Cash payments on purchase of right-of-use assets 89 60

(e) The following are the amounts recognised in profit or loss:

Group
2021 2020
RM’000 RM’000
Included in cost of sales:
Expenses relating to short-term lease 6 30
Depreciation charge of right-of-use assets 13 11

Included in selling and distribution expenses:


Expenses relating to short-term lease 476 3,923
Depreciation charge of right-of-use assets 24,120 24,265
Impairment losses on right-of-use assets 1,063 -
Variable lease payments:
- based on the monthly gross sales 1,918 5,348

Included in general and administrative expenses:


Expenses relating to short-term lease 444 903
Expenses relating to leases of low-value assets 36 53
Depreciation charge of right-of-use assets 1,855 1,289
Impairment losses on right-of-use assets 700 578
Right-of-use assets written off 17 41

Included in finance costs:


Interest expense on lease liabilities 2,918 3,652

Included in other operating income:


Gain on reassessment and modification of leases (250) -
Arising from COVID-19-related rent concessions (5,704) (3,845)
27,612 36,248
04 Financial Statements • BONIA CORPORATION BERHAD 143

Notes to the
Financial Statements
30 June 2021

8. LEASES (continued)

The Group as lessee (continued)

Right-of-use assets (continued)

(f) As at the end of the reporting period, included in right-of-use assets of the Group is leasehold land with a carrying
amount of RM186,000 (2020: RM187,000) and which had been charged to a licensed bank for credit facilities granted
to the Group as disclosed in Note 21(a) to the financial statements.

The charge on the leasehold land had been fully discharged subsequent to the end of the reporting period.

(g) For the purpose of impairment assessment, recoverable amount of right-of-use assets is determined based on a “value-
in-use” of each Cash Generating Unit (“CGU”).

The carrying amounts of right-of-use assets in certain subsidiaries which have indication of impairment amounted to
RM10,255,000 as at 30 June 2021.

Value-in-use of the CGUs is determined by discounting the future cash flows for the remaining useful life of the
right-of-use assets. Management has made significant judgements and estimates about the future results and key
assumptions applied to cash flow projections of the CGUs in determining the recoverable amount using the value-in-
use model. These key assumptions include forecast growth in future revenues and operating profit margins, as well as
determining an appropriate pre-tax discount rate and growth rates, which are, among others, dependent on forecasted
economic conditions affected by the COVID-19 pandemic.

Based on these assumptions, an impairment loss of RM1,763,000 (2020: RM578,000) is recognised in relation to
right-of-use assets for certain subsidiaries as the recoverable amounts are lower than the carrying amounts of the
CGUs as a result of the COVID-19 pandemic as disclosed in Note 40(a) to the financial statements.

With regard to the assessment of value-in-use of the CGUs, management believes that no reasonably possible change
in any of the above key assumptions would cause the carrying amounts of the CGUs to materially exceed their
recoverable amounts.

(h) On 5 April 2021, a wholly-owned subsidiary of the Company, Long Bow Manufacturing Sdn. Bhd. entered into a Sale
and Purchase Agreement with a third party for the disposal of a piece of leasehold vacant land with a carrying amount
of RM624,000 for a sales consideration of RM1,000,000.

The transaction has not been completed as at the end of the reporting period and has been reclassified to non-current
assets held for sale as disclosed in Note 26(c) to the financial statements.
8. LEASES (continued)
144

The Group as lessee (continued)

Lease liabilities
Reclassification 30 June 2021
Lease Interest to assets
Balance Reassessment concessions expense held for Balance
Notes to the

as at and Lease (Notes 26 (Notes 26 distribution Translation as at


1.7.2020 modification Additions payments and 31) and 31) (Note 26) adjustments 30.6.2021
Carrying amount RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Boutiques 63,768 4,443 2,207 (19,812) (5,492) 2,662 (7,634) 48 40,190
Warehouses, hostels and
Financial Statements

office premises 5,957 1,083 4,152 (2,821) (212) 234 (72) 17 8,338
Office equipment 95 (36) 184 (72) - 4 - - 175
Motor vehicles 253 - 355 (159) - 18 (36) - 431
BONIA CORPORATION BERHAD

70,073 5,490 6,898 (22,864) (5,704) 2,918 (7,742) 65 49,134

Lease Interest
Balance concessions expense Balance
as at Lease (Notes 26 (Notes 26 Translation as at
1.7.2019 Additions payments and 31) and 31) adjustments 30.6.2020
• Annual Report 2021

Carrying amount RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000


Boutiques 74,259 11,609 (21,637) (3,766) 3,350 (47) 63,768
Warehouses, hostels and office premises 8,149 194 (2,603) (79) 288 8 5,957
Office equipment 170 - (82) - 7 - 95
Motor vehicles 79 260 (93) - 7 - 253
82,657 12,063 (24,415) (3,845) 3,652 (39) 70,073

Group
Represented by: 2021 2020
RM’000 RM’000
Non-current liabilities
- Lease liabilities owing to financial institutions 440 156
- Lease liabilities owing to non-financial institutions 27,848 45,283
28,288 45,439

Current liabilities
- Lease liabilities owing to financial institutions 166 192
- Lease liabilities owing to non-financial institutions 20,680 24,442
20,846 24,634
49,134 70,073
04 Financial Statements • BONIA CORPORATION BERHAD 145

Notes to the
Financial Statements
30 June 2021

8. LEASES (continued)

The Group as lessee (continued)

Lease liabilities (continued)

(a) The movements of lease liabilities during the financial year are as follows:

Group
2021 2020
RM’000 RM’000
At 1 July 2020/2019 70,073 82,657
Reassessment and modification 5,490 -
Additions of lease liabilities 6,898 12,063
Lease payments (22,864) (24,415)
Lease concessions (5,704) (3,845)
Interest charged for the year 2,918 3,652
Reclassification to assets held for distribution (Note 26) (7,742) -
Exchange differences 65 (39)
At 30 June 2021/2020 49,134 70,073

(b) At the end of the financial year, the Group had total cash outflow for leases of RM22,864,000 (2020: RM24,415,000).

(c) The Group has lease contracts for certain boutiques that contains variable payments based on the monthly gross sales.
Variable lease payments are recognised in profit or loss when the condition that triggers those payments occur.

A 10% increase in monthly gross sales would increase total lease payments by 0.8% (2020: 1.5%).

(d) Information on the financial risk of lease liabilities is disclosed in Note 39 to the financial statements.

(e) Reconciliation of liabilities arising from financing activities:

Group
2021 2020
RM’000 RM’000
At 1 July 2020/2019 70,073 82,657
Cash flows:
- Net of repayments of borrowings (22,864) (24,415)
- Interest paid 23 15
(22,841) (24,400)
Non-cash flows:
- Reassessment and modification 5,490 -
- Additions 6,898 12,063
- Unwinding of interest 2,895 3,637
- Lease concessions (5,704) (3,845)
- Reclassification to assets held for distribution (Note 26) (7,742) -
- Effect of foreign exchange 65 (39)
1,902 11,816
At 30 June 2021/2020 49,134 70,073
146 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

8. LEASES (continued)

The Group as lessor

The Group has entered into non-cancellable lease agreements for offices and freehold land for terms of between one (1) to
three (3) years (2020: one (1) to three (3) years) with options to renew for terms of between one (1) to six (6) years (2020:
one (1) to six (6) years). The Group has aggregate future minimum lease receivable as at the end of each reporting period as
follows:

Continuing operations
2021 2020
Group RM’000 RM’000
Less than one (1) year 1,569 729
One (1) to two (2) years 1,252 519
Two (2) to three (3) years 1,203 460
Three (3) to four (4) years 1,340 381
Four (4) to five (5) years 959 163
More than five (5) years 2,850 55
9,173 2,307

9. INVESTMENT PROPERTIES

Group
Balance Balance
as at Fair value Translation as at
1.7.2020 Additions adjustment adjustment 30.6.2021
RM’000 RM’000 RM’000 RM’000 RM’000
At fair value
Freehold land, shoplots and clubhouse 25,985 61,416 (99) - 87,302
Long term leasehold land and shoplots 12,120 - 65 (535) 11,650
38,105 61,416 (34) (535) 98,952

Group
Reclassification
Balance to assets held Balance
as at for sale Fair value Translation as at
1.7.2019 (Note 26) Disposals adjustment adjustment 30.6.2020
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At fair value
Freehold land, shoplots
and clubhouse 38,945 (12,910) - (50) - 25,985
Long term leasehold
land and shoplots 12,702 - (900) 50 268 12,120
51,647 (12,910) (900) - 268 38,105
04 Financial Statements • BONIA CORPORATION BERHAD 147

Notes to the
Financial Statements
30 June 2021

9. INVESTMENT PROPERTIES (continued)

(a) During the financial year, the Group made the following cash payments to purchase investment properties:

Group
2021 2020
RM’000 RM’000
Purchase of investment properties 61,416 -
Financed by borrowings (Note 21(d)) (41,949) -
Cash payments on purchase of investment properties 19,467 -

(b) On 17 August 2020, a subsidiary of the Company, CBSB entered into two (2) Sale and Purchase Agreements with a
third party for the acquisition of the following properties for a total consideration of RM51,419,000:

(i) Property 1

All that piece of freehold land held under Geran 34325, Lot 510 Seksyen 67, Bandar Kuala Lumpur, Daerah
Kuala Lumpur, Negeri Wilayah Persekutuan Kuala Lumpur measuring approximately 1606 square metres in
area together with a building(s) erected thereon with a postal address of Lot 510, Seksyen 067, Jalan Bukit
Bintang, 55100 Kuala Lumpur and which is currently leased to PRCG, an associate of the Company.

(ii) Property 2

All that piece of freehold land held under H.S. (D) 119062, PT 133 Seksyen 67, Bandar Kuala Lumpur, Daerah
Kuala Lumpur, Negeri Wilayah Persekutuan Kuala Lumpur measuring approximately 478 square metres in area
with a postal address of PT133, Seksyen 067, Jalan Delima, 55100 Kuala Lumpur.

The transactions have been completed as at the end of the reporting period.

(c) On 16 November 2020, a wholly-owned subsidiary of the Company, Luxury Parade Sdn. Bhd. entered into three (3)
Sale and Purchase Agreements with a third party for the acquisition of three (3) units of retail shop units for a total
cash consideration of RM9,997,000.

The transactions have been completed as at the end of the reporting period.

(d) In the previous financial year, a wholly-owned subsidiary of the Company, Luxury Parade Sdn. Bhd. completed
the disposal to a third party of one (1) unit of a retail shop unit with a carrying amount of RM900,000 for a cash
consideration of RM900,000 at no gain and no loss.

(e) In the previous financial year, a wholly-owned subsidiary of the Company, Luxury Parade Sdn. Bhd. entered into Sale
and Purchase Agreements with a third party for the disposal of seven (7) units of properties held under an office tower
block with a total carrying amount of RM12,310,000 for a sales consideration of RM12,480,000.

In the previous financial year, the investment properties had been reclassified to non-current assets held for sale as
disclosed in Note 26(d)(i) to the financial statements. The transactions have been completed as at the end of this
reporting period.

(f) In the previous financial year, a wholly-owned subsidiary of the Company, Ataly Industries Sdn. Bhd. entered into a
Sale and Purchase Agreement with certain third parties for the disposal of one (1) piece of freehold property with a
total carrying amount of RM650,000 for a sales consideration of RM600,000.

In the previous financial year, the investment property had been reclassified to non-current assets held for sale as
disclosed in Note 26(d)(ii) to the financial statements. The transaction has been completed as at the end of this
reporting period.
148 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

9. INVESTMENT PROPERTIES (continued)

(g) As at the end of the reporting period, certain investment properties of the Group with a total carrying amount of
RM51,320,000 (2020: RM Nil) had been pledged as securities for banking facilities granted to the Group as disclosed
in Note 22(b) to the financial statements.

(h) As at the end of reporting period, rental income of the Group derived from the investment properties amounted to
RM1,515,000 (2020: RM1,199,000).

(i) The amounts of direct expenses recognised in profit or loss during the financial year are as follows:

Group
2021 2020
RM’000 RM’000
Income generating units
Repairs and maintenance - 7
Quit rent and assessment 20 98

Non-income generating units


Repairs and maintenance 42 44
Quit rent and assessment 12 13

(j) The fair value of investment properties of the Group are categorised as follows:

Level 1 Level 2 Level 3 Total


RM’000 RM’000 RM’000 RM’000
2021
Freehold land, shoplots and clubhouse - - 87,302 87,302
Long term leasehold land and shoplots - - 11,650 11,650
- - 98,952 98,952

2020
Freehold land, shoplots and clubhouse - - 25,985 25,985
Long term leasehold land and shoplots - - 12,120 12,120
- - 38,105 38,105

(i) There were no transfers between Level 1 and Level 2 fair value measurements during the financial years ended
30 June 2021 and 30 June 2020.

(ii) As at 30 June 2021, the valuation of investment properties at Level 3 fair value amounting to RM98,952,000
(2020: RM38,105,000) were recommended by the Directors based on indicative market values from the
valuation exercise carried out on an open market value basis by external and independent property valuers,
having appropriate recognised professional qualifications and recent experience in the location and category of
property being valued.

The valuations were made based on the comparison method that makes reference to recent sales transactions of
similar properties in the same locality on a price per square feet basis. Adjustments are then made for differences
in location, size, facilities available, market conditions and other factors in order to arrive at a common basis.

(iii) The fair value measurements of the investment properties are based on the highest and best use which does not
differ from their actual use. The investment properties of the Group are mainly used to generate rental income.

(k) As at the end of the reporting period, the title deeds to investment properties of subsidiaries with carrying amounts of
RM1,435,000 (2020: RM1,435,000) are in the process of being transferred and registered in the names of the subsidiaries.
04 Financial Statements • BONIA CORPORATION BERHAD 149

Notes to the
Financial Statements
30 June 2021

10. INTANGIBLE ASSETS

Group Impairment
Balance Amortisation loss for the Balance
as at charge for the financial Translation as at
1.7.2020 Additions financial year year adjustment 30.6.2021
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Carrying amount

Goodwill 48,051 - - (2,582) 289 45,758


Trademarks 29,153 3 (1,395) - 89 27,850
Other intangible assets 534 - (403) - 1 132
77,738 3 (1,798) (2,582) 379 73,740

At 30.6.2021
Accumulated Accumulated Carrying
Cost amortisation impairment amount
RM’000 RM’000 RM’000 RM’000
Goodwill 58,975 - (13,217) 45,758
Trademarks 51,684 (19,848) (3,986) 27,850
Other intangible assets 8,085 (7,953) - 132
118,744 (27,801) (17,203) 73,740

Group Impairment
Balance Amortisation loss for the Balance
as at charge for the financial Translation as at
1.7.2019 Additions financial year year adjustment 30.6.2020
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Carrying amount

Goodwill 47,872 - - - 179 48,051


Trademarks 34,417 21 (1,392) (3,927) 34 29,153
Other intangible assets 934 - (400) - - 534
83,223 21 (1,792) (3,927) 213 77,738

At 30.6.2020
Accumulated Accumulated Carrying
Cost amortisation impairment amount
RM’000 RM’000 RM’000 RM’000
Goodwill 58,477 - (10,426) 48,051
Trademarks 51,504 (18,391) (3,960) 29,153
Other intangible assets 8,034 (7,500) - 534
118,015 (25,891) (14,386) 77,738
150 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

10. INTANGIBLE ASSETS (continued)

(a) Goodwill

For the purpose of impairment testing, the recoverable amount of the Cash Generating Units (“CGUs”) is determined
based on a “value-in-use” calculation. The value-in-use of the CGUs is determined by discounting the future cash
flows to be generated from continuing use of the CGUs. The value-in-use is derived based on management’s cash flow
projections for five (5) (2020: five (5)) financial years from 2022 to 2026 (2020: 2021 to 2025).

The key assumptions used in the value-in-use calculations were probability weighted based on the following scenarios:

Best case Base case Worst case


Weighting 10% 60% 30%
Average annual revenue growth rates 4% 3% 2%
Average gross profit margins 67% 66% 65%
Pre-tax discount rate 9.3% 9.3% 9.3%

Based on these assumptions, an impairment loss of RM2,582,000 (2020: RM Nil) is recognised in relation to goodwill
as the recoverable amount determined is lower than the carrying amount of the CGUs as a result of the COVID-19
pandemic as disclosed in Note 40(a) to the financial statements.

With regard to the assessment of value-in-use of the goodwill, management believes that no reasonably possible
change in any of the above key assumptions would cause the carrying amounts of the CGUs to materially exceed their
recoverable amounts.

(b) Trademarks

(i) Trademarks with finite useful life mainly represent the “Braun Buffel” trademark in the Asia Pacific Region.

For the purpose of impairment testing, the recoverable amount of the CGU is determined based on a “value-
in-use” calculation. The value-in-use of the CGU is determined by discounting the future cash flows to be
generated from continuing use of the CGU. The value-in-use is derived based on management’s cash flow
projections for five (5) (2020: five (5)) financial years from 2022 to 2026 (2020: 2021 to 2025).

The key assumptions used in the value-in-use calculations were probability weighted based on the scenarios as
disclosed in Note 10(a) to the financial statements.

(ii) Included in trademarks are the rights of using “Braun Buffel” trademark in various countries worldwide (“BB
Global Trademark”) amounting to RM5,124,000 (2020: RM5,091,000). The BB Global Trademark has an
indefinite useful life.

The BB Global Trademark is tested for impairment annually. The recoverable amount of the BB Global
Trademark was determined based on a value-in-use calculation. The five (5) years (2020: five (5) years) cash
flow forecast and projection used in the value-in-use calculation was based on the following key assumptions:

(i) The anticipated annual revenue growth rates used in the cash flow projections of the CGU ranged from
-10% to 5% (2020: -8.3% to 18%) per annum.

(ii) Profit margins are projected based on the historical profit margin achieved for the products.

(iii) Pre-tax discount rate of 9.5% (2020: 13.4%) was applied over the projection periods in determining the
recoverable amount of the CGU.
04 Financial Statements • BONIA CORPORATION BERHAD 151

Notes to the
Financial Statements
30 June 2021

10. INTANGIBLE ASSETS (continued)

(b) Trademarks (continued)

Based on these assumptions, management is of the view that no impairment loss is required in relation to trademarks
as the recoverable amount determined is higher than the carrying amount of the CGUs.

In the previous financial year, an impairment loss of RM3,927,000 was recognised in relation to trademarks as the
recoverable amount determined was lower than the carrying amount of the CGUs.

With regard to the assessment of value-in-use of the trademarks, management believes that no reasonably possible
change in any of the above key assumptions would cause the carrying amounts to materially exceed its recoverable
amount.

(c) Other intangible assets represent customer contract and relationship acquired through the acquisition of IBB Pte. Ltd.
in the previous financial years.

11. INVESTMENTS IN SUBSIDIARIES

Company
2021 2020
RM’000 RM’000
Unquoted shares - at cost 252,536 228,710
Less: Impairment losses (29,671) (22,661)
222,865 206,049

(a) The details of the subsidiaries, incorporated in Malaysia except otherwise stated, are as follows:

Effective interest
in equity
2021 2020
Name of company % % Principal activities
Subsidiaries of Bonia Corporation Berhad
CB Marketing Sdn. Bhd. (“CBM”) 100 100 Designing, promoting and marketing of
fashionable leather goods
CB Holdings (Malaysia) Sdn. Bhd. (“CBH”) 100 100 Property investment, provision of management
services and treasury management services
Eclat World Sdn. Bhd. 100 100 Designing, promoting and marketing of
fashionable men’s footwear
CB Franchising Sdn. Bhd. (“CBF”) 100 100 Retailing of leather goods and apparels
BCB Properties Sdn. Bhd. 100 100 Property development
Long Bow Manufacturing Sdn. Bhd. 100 100 Manufacturing and marketing of leather goods
(“LBM”)
De Marts Marketing Sdn. Bhd. (“DMM”) 100 100 Designing, promoting and marketing of
fashionable ladies’ footwear
Mcore Sdn. Bhd. (“Mcore”) 60 60 Marketing and distribution of fashionable
leather goods
Future Classic Sdn. Bhd. (“FCSB”) (6) - 100 Dormant
152 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

11. INVESTMENTS IN SUBSIDIARIES (continued)

(a) The details of the subsidiaries, incorporated in Malaysia except otherwise stated, are as follows (continued):

Effective
interest in
equity
2021 2020
Name of company % % Principal activities
Subsidiaries of Bonia Corporation Berhad (continued)
Daily Frontier Sdn. Bhd. (“DFSB”) 100 100 Marketing, distribution and export of fashionable
goods and accessories
Armani Context Sdn. Bhd. (“ACSB”) (6) - 100 Dormant
Banyan Sutera Sdn. Bhd. (“BSSB”) 100 100 Marketing and distribution of fashionable goods
Active World Pte. Ltd. (“AWPL”) (1) 100 100 Wholesaling and retailing of fashionable leather
(Incorporated in Singapore) goods and apparels
Dominion Directions Sdn. Bhd. (“DDSB”) 100 100 Marketing and distribution of men’s apparel and
accessories
Ataly Industries Sdn. Bhd. 100 100 Property investment
Luxury Parade Sdn. Bhd. (“LPSB”) 100 100 Property investment
Maha Asia Capital Sdn. Bhd. (“MAC”) 100 100 Property investment
Alpha Footwear Sdn. Bhd. 100 100 Marketing, retailing and distribution of men’s and
ladies’ footwear
Jeco (Pte) Limited (“Jeco”) (1) 70 70 Intellectual property management and investment
(Incorporated in Singapore) holding
Vista Assets Sdn. Bhd. (“VASB”) 100 100 Intellectual property management
FR Gallery Sdn. Bhd. (“FRSB”) (6)
- 100 Dormant
LBJR Marketing Sdn. Bhd. (“LBJR”) 100 100 Marketing and distribution of fashionable goods
and accessories
SBG Holdings Sdn. Bhd. (“SBG”) 100 100 Investment holding and management services
Podium Retail Sdn. Bhd. (“PRSB”) 100 100 Marketing and distribution of fashionable goods,
accessories and beauty products
Casa Bologna Sdn. Bhd. (“CBSB”) (5) 68 - Property investment and investment holding

Subsidiaries of Dominion Directions Sdn. Bhd


VR Directions Sdn. Bhd. (“VRD”) 75 75 Marketing and distribution of men’s apparels and
accessories, and ladies’ apparels
SB Directions Sdn. Bhd. (“SBD”) (7) - 100 Manufacturing and marketing of fashionable
goods
Galaxy Hallmark Sdn. Bhd. (“GHSB”) 100 100 Marketing and distribution of men’s apparels and
accessories

Subsidiary of Banyan Sutera Sdn. Bhd.


PT Banyan Cemerlang (“PTBC”) (2) 100 100 Wholesaling of fashionable goods and accessories
(Incorporated in Indonesia)
04 Financial Statements • BONIA CORPORATION BERHAD 153

Notes to the
Financial Statements
30 June 2021

11. INVESTMENTS IN SUBSIDIARIES (continued)

(a) The details of the subsidiaries, incorporated in Malaysia except otherwise stated, are as follows (continued):

Effective
interest in
equity
2021 2020
Name of company % % Principal activities
Subsidiary of BCB Properties Sdn. Bhd.
Apex Marble Sdn. Bhd. (“AMSB”) 60 60 Marketing and distribution of fashionable goods
Subsidiary of Daily Frontier Sdn. Bhd.
Daily Frontier (Vietnam) Company Limited (1) 100 100 Wholesaling, retailing, importing and exporting of
(Incorporated in Vietnam) fashionable products, accessories and cosmetics
Subsidiary of Vista Assets Sdn. Bhd.
Krinto Sdn. Bhd. (“KSB”) (3) 51 - Creative design and brand management, advertising
and production
Subsidiaries of SBG Holdings Sdn. Bhd.
SBL Marketing Sdn. Bhd. 100 100 Designing, promoting and marketing of fashionable
leather goods
SBFW Marketing Sdn. Bhd. 100 100 Designing, promoting and marketing of fashionable
goods, footwear and accessories
SB Boutique Sdn. Bhd. 100 100 Retailing of leather goods and apparels
SB International Sdn. Bhd. 100 100 Marketing and distribution of fashionable goods
and accessories
SBA Marketing Sdn. Bhd. 100 100 Marketing and distribution of fashionable goods
and accessories
SBM Marketing Sdn. Bhd. 100 100 Designing, promoting and marketing of fashionable
men’s footwear
SB Directions Sdn. Bhd. (“SBD”) (7) 100 - Manufacturing and marketing of fashionable goods
Subsidiaries of Active World Pte. Ltd.
Jetbest Enterprise Pte. Ltd. (1) 100 100 Wholesaling, retailing, importing and exporting of
(Incorporated in Singapore) leather goods and accessories
SBLS Pte. Ltd. (“SBLS”) (4) - 100 Dormant
(Incorporated in Singapore)
Active Franchise Pte. Ltd. (1) 100 100 General wholesale trade including general
(Incorporated in Singapore) importers and exporters
PT Active World (“PTAW”) (2) 100 100 Investment holding
(Incorporated in Indonesia)
154 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

11. INVESTMENTS IN SUBSIDIARIES (continued)

(a) The details of the subsidiaries, incorporated in Malaysia except otherwise stated, are as follows (continued):

Effective
interest in
equity
2021 2020
Name of company % % Principal activities
Subsidiaries of Jeco (Pte) Limited
Lianbee-Jeco Pte. Ltd. (“LJPL”) (1) 70 70 Retailing, importing and exporting leather goods
(Incorporated in Singapore) and general merchandise
Lianbee-Jeco (M) Sdn. Bhd. 70 70 Trading in leather products
BB Global Holdings Pte. Ltd. (“BBGH”) (1) 35.7 35.7 Intellectual property management
(Incorporated in Singapore)
IBB Pte. Ltd. (“IBB”) (1) 70 70 General wholesale trade, including general
(Incorporated in Singapore) importers and exporters
PT Jeco Investment Indonesia (“PTJII”) (1) 70 70 Investment holding
(Incorporated in Indonesia)

(1)
Audited by BDO PLT Member Firms.
(2)
Audited by firms of auditors other than BDO PLT.
(3)
Consolidated based on its management accounts for the financial period ended 30 June 2021. The financial
statements of this subsidiary is not required to be audited as it was newly incorporated during the year.
(4)
Deregistered and dissolved during the financial year.
(5)
Newly incorporated during the financial year.
(6)
Completed the members’ voluntary winding-up during the financial year.
(7)
On 19 April 2021, DDSB disposed its entire equity interest in SBD to SBG for a consideration of RM1.

(b) During the financial year ended 30 June 2021:

(i) The Company’s cost of investment in SBG of RM2,169,000 is classified as assets held for distribution pursuant
to the proposed demerger as disclosed in Note 26 to the financial statements.

(ii) The members’ voluntary winding-up of ACSB, FCSB and FRSB have been completed.

The loss on dissolution of ACSB and FCSB during the financial year were as follows:

ACSB FCSB
Group RM’000 RM’000
Consideration received 581 476
Net assets deconsolidated (581) (476)
Loss on dissolution - -

Company
Consideration received 581 476
Cost of investment, net of impairment losses (584) (476)
Loss on dissolution (3) -
04 Financial Statements • BONIA CORPORATION BERHAD 155

Notes to the
Financial Statements
30 June 2021

11. INVESTMENTS IN SUBSIDIARIES (continued)

(b) During the financial year ended 30 June 2021 (continued):

(ii) The members’ voluntary winding-up of ACSB, FCSB and FRSB have been completed. (continued)

The carrying amount of net assets of ACSB and FCSB as at the date of dissolution were as follow:

ACSB FCSB
Group RM’000 RM’000
Cash and bank balances 581 476
Net assets deconsolidated 581 476
Loss on dissolution of the Group - -
Consideration received 581 476
Less: Cash and bank balances deconsolidated (581) (476)
Net cash flow on dissolution - -

There was no impact to the results of the Group and the Company from the completion of the winding-up of
FRSB.

(iii) The deregistration and dissolution of SBLS has been completed, which resulted in a loss on dissolution of
RM50,000 in the financial statements of the Group.

(iv) On 6 July 2020, CBSB emerged as a wholly-owned subsidiary of the Company, and on 18 August 2020,
the Company subscribed for 65% equity interest in the share capital of CBSB amounting to RM6,000 and
consequently, CBSB became a 65%-owned subsidiary of the Company.

(v) Amount owing by a subsidiary namely CBSB amounting to RM6,819,000 had been capitalised as additional
cost of investment of the Company in the subsidiary.

(vi) On 26 April 2021, Paris RCG Sdn. Bhd., an associate of the Company acquired 10% of the ordinary share
capital in CBSB and resulted in the Company’s effective equity interest in CBSB increasing from 65% to 68%.

The acquisitions of additional equity interests from non-controlling interests of CBSB have the following
effects to the Group:

Group RM’000
Net assets acquired from non-controlling interests (293)
Gain on consolidation recognised in consolidated statement of changes in equity 293
Cash outflow on acquisitions of additional ordinary shares in CBSB -

(vii) Amount owing by a subsidiary namely MAC amounting to RM20,000,000 had been capitalised as additional
cost of investment of the Company in the subsidiary.

(viii) KSB emerged as a 51%-owned subsidiary of VASB.

(ix) On 19 April 2021, DDSB disposed its entire equity interest in SBD to SBG for a consideration of RM1.
156 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

11. INVESTMENTS IN SUBSIDIARIES (continued)

(c) In the previous financial year:

(i) The members’ voluntary winding-up process of NSSB had been completed.

The loss on dissolution of NSSB during the financial year was as follows:

2020
Group RM’000
Consideration received -
Net assets deconsolidated (1)
Loss on dissolution (1)

The carrying amount of net assets of NSSB as at the date of dissolution was as follow:

2020
Group RM’000
Other receivables 50
Less: Non-controlling interests (49)
Share of net assets of the Group 1
Loss on dissolution of the Group (1)
Consideration received/Net cashflow on dissolution -

(ii) The deregistration and dissolution of SCRL had been completed, which resulted in a gain on dissolution of
RM644,000 in the financial statements of the Group.

(iii) An application for deregistration of SBLS from the register of the Accounting and Corporate Regulatory
Authority (“ACRA”), Singapore had been approved in the previous financial year and the deregistration and
dissolution of SBLS was completed during the current financial year.

(iv) FCSB, ACSB and FRSB had been placed under members’ voluntary winding-up.

(d) The management has assessed whether there were any indicators of impairment during the financial year. Management
has performed impairment assessments and the recoverable amounts are determined based on the value-in-use of Cash
Generating Units (“CGUs”).

The carrying amounts of costs of investments in certain subsidiaries which have indication of impairment amounted
to RM174,775,000 as at 30 June 2021.

Management has made significant judgements and estimates about the future results and key assumptions applied
to cash flow projections of the CGUs in determining the recoverable amount using the value-in-use model. These
key assumptions include forecast growth in future revenues and operating profit margins, as well as determining
an appropriate pre-tax discount rate and growth rates, which are, among others, dependent on forecasted economic
conditions affected by the COVID-19 pandemic.

Based on these assumptions, impairment losses of RM8,949,000 (2020: RM923,000) is recognised in relation to the
costs of investments in certain subsidiaries as the recoverable amounts are lower than the carrying amounts of the
CGUs as a result of the COVID-19 pandemic as disclosed in Note 40(a) to the financial statements.

With regard to the assessment of value-in-use of the CGUs, management believes that no reasonably possible change
in any of the above key assumptions would cause the carrying amounts of the CGUs to materially exceed their
recoverable amounts.
04 Financial Statements • BONIA CORPORATION BERHAD 157

Notes to the
Financial Statements
30 June 2021

11. INVESTMENTS IN SUBSIDIARIES (continued)

(e) The subsidiaries of the Group that have material non-controlling interests (“NCI”) are as follows:

Other
individual
Jeco immaterial
CBSB VRD Group subsidiaries * Total
2021
NCI percentage of
ownership interest
and voting interest 32% 25% 30% - -
Carrying amount of
NCI (RM’000) 3,031 749 16,832 (132) 20,480
(Loss)/Profit allocated
to NCI (RM’000) (351) (256) 2,909 (12) 2,290
Total comprehensive
(loss)/income allocated
to NCI (RM’000) (351) (256) 2,928 (12) 2,309

2020
NCI percentage of
ownership interest
and voting interest - 25% 30% - -
Carrying amount of
NCI (RM’000) - 1,005 19,379 (125) 20,259
(Loss)/Profit allocated
to NCI (RM’000) - (70) 700 (18) 612
Total comprehensive
(loss)/income allocated
to NCI (RM’000) - (70) 676 (18) 588

* The NCI of the other subsidiaries of the Group are deemed to be immaterial.

(f) The summarised financial information before intra-group elimination of the subsidiaries that have material NCI as at
the end of each reporting period are as follows:

CBSB VRD Jeco Group


2021 RM’000 RM’000 RM’000
Assets and liabilities
Non-current assets 51,603 345 50,857
Current assets 2,810 4,615 68,838
Non-current liabilities (41,640) (191) (29,788)
Current liabilities (3,301) (1,772) (44,359)
Net assets 9,472 2,997 45,548
158 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

11. INVESTMENTS IN SUBSIDIARIES (continued)

(f) The summarised financial information before intra-group elimination of the subsidiaries that have material NCI as at
the end of each reporting period are as follows (continued):

CBSB VRD Jeco Group


2021 RM’000 RM’000 RM’000
Results
Revenue 275 6,224 92,338
(Loss)/Profit for the financial year (1,027) (1,039) 9,941
Total comprehensive (loss)/income (1,027) (1,039) 10,006

Cash flows from operating activities 2,652 896 35,900


Cash flows (used in)/from investing activities (42,059) 270 (689)
Cash flows from/(used in) financing activities 40,868 (1,859) (20,013)
Net increase/(decrease) in cash and cash equivalents 1,461 (693) 15,198
Dividends paid to NCI - - (5,475)

VRD Jeco Group


2020 RM’000 RM’000
Assets and liabilities
Non-current assets 1,100 65,647
Current assets 5,828 62,708
Non-current liabilities (516) (28,422)
Current liabilities (2,376) (46,168)
Net assets 4,036 53,765

Results
Revenue 9,012 115,486
(Loss)/Profit for the financial year (281) 5,585
Total comprehensive (loss)/income (281) 5,683

Cash flows from operating activities 2,070 22,932


Cash flows used in investing activities (333) (2,569)
Cash flows used in financing activities (483) (31,477)
Net increase/(decrease) in cash and cash equivalents 1,254 (11,114)

12. INTERESTS IN ASSOCIATES

Group
2021 2020
RM’000 RM’000
Unquoted equity shares, at cost 4,234 4,894
Share of post-acquisition profit, net of dividends received 238 141
Loan to an associate (1) 4,855 4,855
9,327 9,890
Less: Impairment losses (9,089) (9,441)
238 449

(1)
In the previous financial years, the Group provided a loan to an associate of which the fair value at initial recognition
based on the prevailing market interest rate was lower than its transaction price. The difference between the transaction
price and the fair value of the loan to an associate was recognised as part of the interests in the associates of the Group.
04 Financial Statements • BONIA CORPORATION BERHAD 159

Notes to the
Financial Statements
30 June 2021

12. INTERESTS IN ASSOCIATES (continued)

(a) The details of the associates, incorporated in Malaysia except otherwise stated, are as follows:

Effective
interest
in equity
2021 2020
Name of company % % Principal activities
Associate of Bonia Corporation Berhad
Paris RCG Sdn. Bhd. (“PRCG”) (1) & (2) 30 30 Managing food and beverage business

Associate of BCB Properties Sdn. Bhd.


Serene Glow Sdn. Bhd. (“SGSB”) (4) - 33 Property investment and development

Associates of Jeco (Pte) Limited


Braun Verwaltungs-GmbH (“BVG”) (3) 34 34 Marketing and distribution of fashionable leather
(Incorporated in Germany) goods
Braun GmbH & Co. KG (“BBKG”) (3) 34 34 Marketing and distribution of fashionable leather
(Incorporated in Germany) goods

(1)
Audited by firms of auditors other than BDO PLT.
(2)
Equity accounted based on audited financial statements for the financial year ended 30 June 2021.
(3)
Equity accounted based on management accounts for the financial year ended 30 June 2021 as these associates are
not required to be audited.
(4)
Struck off during the financial year.

(b) All the above associates are accounted for using the equity method in the consolidated financial statements.

The summarised financial information of the associates are as follows:

BVG and
SGSB BBKG PRCG Total
2021 RM’000 RM’000 RM’000 RM’000
Assets

Non-current assets - 5,410 2,214 7,624


Current assets - 13,445 1,041 14,486
Total assets - 18,855 3,255 22,110

Liabilities

Non-current liabilities - 13,254 459 13,713


Current liabilities - 10,618 463 11,081
Total liabilities - 23,872 922 24,794

Results

Revenue - 26,403 5,163 31,566


Profit/(Loss) for the financial year - 482 (296) 186
160 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

12. INTERESTS IN ASSOCIATES (continued)

(b) All the above associates are accounted for using the equity method in the consolidated financial statements. (continued)

The summarised financial information of the associates are as follows (continued):

BVG and
SGSB BBKG PRCG Total
2020 RM’000 RM’000 RM’000 RM’000
Assets

Non-current assets - 5,743 936 6,679


Current assets - 12,346 2,510 14,856
Total assets - 18,089 3,446 21,535

Liabilities

Non-current liabilities - 12,894 - 12,894


Current liabilities 416 10,554 411 11,381
Total liabilities 416 23,448 411 24,275

Results

Revenue - 29,854 7,320 37,174


Profit for the financial year - 497 397 894

(c) The reconciliation of net assets of the associates to the carrying amount of the investments in associates are as follows:

BVG and
SGSB BBKG PRCG Total
2021 RM’000 RM’000 RM’000 RM’000
Share of net (liabilities)/assets of the Group - (1,721) 699 (1,022)
Loan to an associate - 4,855 - 4,855
Goodwill - 8,734 - 8,734
Gain on dilution of interest - - (461) (461)
Unrecognised share of other reserves - (4,160) - (4,160)
Unrecognised share of losses of associates - 2,119 - 2,119
- 11,548 (461) 11,087
Less: Share by non-controlling interests - (738) - (738)
- 10,810 (461) 10,349
- 9,089 238 9,327
Less: Impairment losses - (9,089) - (9,089)

Carrying amount in the statements


of financial position - - 238 238
Share of results of the Group
Share of loss of the Group - - (100) (100)
Share of other comprehensive
income of the Group - - - -
Share of total comprehensive
loss of the Group - - (100) (100)
Other information
Dividend received - - 111 111
04 Financial Statements • BONIA CORPORATION BERHAD 161

Notes to the
Financial Statements
30 June 2021

12. INTERESTS IN ASSOCIATES (continued)

(c) The reconciliation of net assets of the associates to the carrying amount of the investments in associates are as follows
(continued):

BVG and
SGSB BBKG PRCG Total
2020 RM’000 RM’000 RM’000 RM’000
Share of net (liabilities)/assets of the Group (137) (1,838) 910 (1,065)
Loan to an associate - 4,855 - 4,855
Goodwill - 8,679 - 8,679
Gain on dilution of interest - - (461) (461)
Unrecognised share of other reserves - (4,160) - (4,160)
Unrecognised share of losses of associates 489 2,341 - 2,830
489 11,715 (461) 11,743
Less: Share by non-controlling interests - (788) - (788)
489 10,927 (461) 10,955
352 9,089 449 9,890
Less: Impairment losses (352) (9,089) - (9,441)
Carrying amount in the statements
of financial position - - 449 449
Share of results of the Group
Share of profit of the Group - - 119 119
Share of other comprehensive
income of the Group - - - -
Share of total comprehensive
income of the Group - - 119 119
Other information
Dividend received - - 201 201

(d) During the financial year, the cumulative unrecognised share of losses of associates amounted to RM2,119,000 (2020:
RM2,830,000), and the net decrease in unrecognised share of losses amounted to RM711,000 (2020: net decrease of
RM237,000). The Group has stopped recognising its share of losses since there is no further obligation in respect of
those losses using the equity method of accounting.

(e) SGSB had been struck off during the financial year.

13. OTHER INVESTMENTS

Group
2021 2020
RM’000 RM’000
Financial assets at fair value through profit or loss
- Club memberships 1,120 1,178

Information on the fair value hierarchy is disclosed in Note 38(d) to the financial statements.
162 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

14. DEFERRED TAX

(a) The deferred tax assets and liabilities are made up of the following:

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Balance as at 1 July 2020/2019 5,554 5,351 1 1

Recognised in profit or loss:


- Continuing operations (Note 32) (696) (349) - -
- Discontinuing operations 27 554 - -
(669) 205 - -
Reclassification to disposal group
held for distribution (Note 26) (87) - - -
Currency translation differences 14 (2) - -
Balance as at 30 June 2021/2020 4,812 5,554 1 1

Presented after appropriate offsetting as follows:


Deferred tax assets, net (1,428) (1,241) - -
Deferred tax liabilities, net 6,240 6,795 1 1
4,812 5,554 1 1

(b) The components and movements of deferred tax liabilities and assets during the financial year are as follows:

Deferred tax liabilities of the Group

Other
Property, taxable
plant and Intangible Lease temporary Off-
equipment assets liabilities differences setting Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 July 2020 4,004 4,035 (128) (361) (755) 6,795
Recognised in
profit or loss:
- Continuing
operations (376) (438) 171 (400) 764 (279)
- Discontinuing
operations (24) - (4) 55 - 27
Reclassification to
disposal group
held for distribution
(Note 26) (102) - (24) (180) - (306)
Currency translation
differences 7 - - (4) - 3
At 30 June 2021 3,509 3,597 15 (890) 9 6,240
04 Financial Statements • BONIA CORPORATION BERHAD 163

Notes to the
Financial Statements
30 June 2021

14. DEFERRED TAX (continued)

(b) The components and movements of deferred tax liabilities and assets during the financial year are as follows
(continued):

Deferred tax liabilities of the Group (continued)

Other
Property, taxable
plant and Intangible Lease temporary Off-
equipment assets liabilities differences setting Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 July 2019 3,522 4,503 (198) 29 (549) 7,307
Recognised in
profit or loss:
- Continuing
operations 352 (468) 42 (437) (172) (683)
- Discontinuing
operations 55 - 28 125 (34) 174
Currency translation
differences 75 - - (78) - (3)
At 30 June 2020 4,004 4,035 (128) (361) (755) 6,795

Deferred tax assets of the Group

Other
Property, deductible
plant and Lease temporary Off-
equipment Payables liabilities differences setting Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 July 2020 183 60 161 1,592 (755) 1,241
Recognised in
profit or loss:
- Continuing
operations (4) (58) 125 (410) 764 417
Reclassification to
disposal group
held for distribution
(Note 26) - - - (219) - (219)
Currency translation
differences - - (2) (9) - (11)
At 30 June 2021 179 2 284 954 9 1,428

At 1 July 2019 28 440 186 1,851 (549) 1,956


Recognised in
profit or loss:
- Continuing
operations 170 (132) (25) (175) (172) (334)
- Discontinuing
operations (15) (248) - (83) (34) (380)
Currency translation
differences - - - (1) - (1)
At 30 June 2020 183 60 161 1,592 (755) 1,241
164 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

14. DEFERRED TAX (continued)

(b) The components and movements of deferred tax liabilities and assets during the financial year are as follows
(continued):

Deferred tax liabilities of the Company

Taxable
temporary
differences Offsetting Total
RM’000 RM’000 RM’000
At 1 July 2020/30 June 2021 (1) - (1)
At 1 July 2019/30 June 2020 (1) - (1)

(c) The amounts of temporary differences for which no deferred tax assets have been recognised in the statements of
financial position are as follows:

Group
2021 2020
RM’000 RM’000
Unused tax losses:
- Malaysian entities
- Expires by 30 June 2026 16,897 18,022
- Expires by 30 June 2027 905 905
- Expires by 30 June 2028 1,790 -
- Foreign entities 4,682 6,851
Unabsorbed capital allowances 5,949 6,090
Other deductible temporary differences 12,285 6,779
42,508 38,647

Deferred tax assets of certain subsidiaries have not been recognised in respect of these items as it is not probable that
future taxable profits of the subsidiaries would be available against which the deductible temporary differences could
be utilised.

For the Malaysian entities, any unused tax losses shall be deductible for a maximum period of seven (7) consecutive
years of assessment immediately following that year of assessment. Any amount which is not deducted at the end of
the period of seven (7) years of assessment shall be disregarded.

The use of tax losses of subsidiaries in other countries is subject to the agreement of the tax authorities and the tax
legislation of the respective countries in which the subsidiaries operate.

15. INVENTORIES

Group
2021 2020
RM’000 RM’000
Raw materials 6,386 7,994
Work-in-progress 950 1,719
Finished goods 53,287 86,584
Consumables 169 160
60,792 96,457

During the financial year, inventories of the Group recognised as cost of sales amounted to RM124,264,000 (2020:
RM141,477,000). The Group had written off inventories amounting to RM23,000 (2020: RM91,000) and this was included
in cost of sales.
04 Financial Statements • BONIA CORPORATION BERHAD 165

Notes to the
Financial Statements
30 June 2021

16. TRADE AND OTHER RECEIVABLES

Group Company
2021 2020 2021 2020
Note RM’000 RM’000 RM’000 RM’000
Non-current assets

Other receivables

Third parties (a) 7,292 9,385 - -


Amounts owing by subsidiaries (d) - - 4,314 19,113
7,292 9,385 4,314 19,113
Less: Impairment losses
- third parties (5,200) (5,192) - -
- subsidiaries - - (471) (1,468)
(5,200) (5,192) (471) (1,468)
2,092 4,193 3,843 17,645

Current assets

Trade receivables

Third parties 47,938 50,439 - -


Amounts owing by associates 411 - - -
(b) 48,349 50,439 - -
Less: Impairment losses
- third parties (24,281) (24,010) - -
24,068 26,429 - -
Other receivables and deposits

Amounts owing by subsidiaries (c) - - 11,069 10,478


Amounts owing by associates (e) 1,577 1,567 - -
Other receivables (a) 6,635 7,723 33 24
Deposits 9,713 11,911 9 9
17,925 21,201 11,111 10,511

Less: Impairment losses


- subsidiaries - - (4,417) -
- associates (1,577) (1,567) - -
- deposits (50) (72) - -
- other receivables (310) (275) - -
(1,937) (1,914) (4,417) -
15,988 19,287 6,694 10,511
Total trade and other receivables 40,056 45,716 6,694 10,511
Prepayments 3,295 5,653 - -
Total trade and other receivables (current) 43,351 51,369 6,694 10,511
Total trade and other receivables
(non-current and current) 45,443 55,562 10,537 28,156
166 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

16. TRADE AND OTHER RECEIVABLES (continued)

(a) Included in non-current other receivables and current other receivables are amounts owing from an exclusive
authorised dealer of “Braun Buffel” brand of RM2,459,000 and RM3,241,000 respectively (2020: RM4,584,000 and
RM3,043,000 respectively). The amount receivable from the exclusive authorised dealer carries an interest rate of
7.53% (2020: 7.53%) per annum and is payable through instalments till 2023.

(b) Trade receivables are non-interest bearing and the normal trade credit terms granted by the Group range from 30 to 120
days (2020: 30 to 120 days). They are recognised at their original invoice amounts which represent their fair values on
initial recognition.

(c) Current amounts owing by subsidiaries represent advances and payments made on behalf, which are unsecured,
repayable within the next twelve (12) months in cash and cash equivalents and interest-free except for an amount of
RM6,500,000 (2020: RM10,300,000) owing by a subsidiary which bears interest at 4.0% (2020: 4.0%) per annum.

(d) Non-current amounts owing by subsidiaries of RM4,314,000 (2020: RM19,113,000) represent the present value of
advances of funds which are unsecured, repayable within the next four (4) years (2020: two (2) years) in cash and cash
equivalents and interest-free except for an amount of RM2,800,000 (2020: RM Nil) owing by a subsidiary which bears
interest at 4.0% (2020: Nil) per annum.

(e) Non-trade amounts owing by associates represent advances and payments made on behalf, which are unsecured,
interest-free and have been fully impaired due to the associates’ deficit in total equity position.

(f) Information on financial risks of trade and other receivables is disclosed in Note 39 to the financial statements.

(g) The currency exposure profile of receivables (excluding prepayments) are as follows:

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Ringgit Malaysia 18,759 21,569 10,537 28,156
Singapore Dollar 21,245 23,226 - -
Vietnamese Dong 65 517 - -
Indonesian Rupiah 1,521 3,716 - -
Euro 202 317 - -
Others 356 564 - -
42,148 49,909 10,537 28,156

(h) The ageing analysis of trade receivables of the Group are as follows:

Gross Balance
carrying Total as at
Group amount allowance 30.6.2021
2021 RM’000 RM’000 RM’000
Current 6,472 (652) 5,820

Past due:
1 to 30 days 5,680 (130) 5,550
31 to 60 days 5,265 (248) 5,017
61 to 90 days 2,136 (278) 1,858
91 to 120 days 266 (121) 145
More than 120 days 28,530 (22,852) 5,678
41,877 (23,629) 18,248
48,349 (24,281) 24,068
04 Financial Statements • BONIA CORPORATION BERHAD 167

Notes to the
Financial Statements
30 June 2021

16. TRADE AND OTHER RECEIVABLES (continued)

(h) The ageing analysis of trade receivables of the Group are as follows (continued):

Gross Balance
carrying Total as at
Group amount allowance 30.6.2020
2020 RM’000 RM’000 RM’000
Current 9,230 (2,384) 6,846

Past due:
1 to 30 days 4,815 (324) 4,491
31 to 60 days 1,832 (179) 1,653
61 to 90 days 4,266 (812) 3,454
91 to 120 days 4,217 (928) 3,289
More than 120 days 26,079 (19,383) 6,696
41,209 (21,626) 19,583
50,439 (24,010) 26,429

(i) The reconciliation of movements in the impairment losses on trade receivables is as follows:

Lifetime ECL Credit Total


allowance impaired allowance
Group RM’000 RM’000 RM’000
At 1 July 2020 10,966 13,044 24,010
Charge for the financial year (Notes 26 and 31) 2,348 1,208 3,556
Reversal of impairment loss (Notes 26 and 31) (2,633) (2) (2,635)
Reclassification to assets held for distribution (92) - (92)
Exchange differences (344) (214) (558)
At 30 June 2021 10,245 14,036 24,281

At 1 July 2019 3,700 13,724 17,424


Charge for the financial year (Notes 26 and 31) 7,413 593 8,006
Reversal of impairment loss (Notes 26 and 31) (325) (2) (327)
Written off (3) (1,617) (1,620)
Exchange differences 181 346 527
At 30 June 2020 10,966 13,044 24,010

Credit impaired refers to individually determined debtors who are in significant financial difficulties and have defaulted
on payments to be impaired as at the end of the reporting period.

The Group considers any trade receivables having financial difficulty or in default with significant balances outstanding
for more than twelve (12) months as deemed credit impaired and assesses for their risk of loss individually.

The Group has identified the Gross Domestic Product (“GDP”), Overnight Policy Interest Rate (“OPR”), retail
sales growth, unemployment rate and inflation rate, incorporating the impact of the COVID-19 pandemic as the key
macroeconomic factors in determining the lifetime expected credit loss for trade receivables.

Significant increase in expected credit loss during the financial year arose from revised forward-looking information
used in the calculation of probabilities of default of trade receivables of the Group as a result of the COVID-19
pandemic as disclosed in Note 40(a) to the financial statements.
168 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

16. TRADE AND OTHER RECEIVABLES (continued)

(j) As at the end of each reporting period, the credit risks exposures and concentration relating to trade receivables of the
Group are summarised in the table below:

Group
2021 2020
RM’000 RM’000
Maximum exposure 48,349 50,439
Collateral obtained - -
Impairment losses (24,281) (24,010)
Net exposure to credit risk 24,068 26,429

During the financial year, the Group did not renegotiate the terms of any trade receivables.

(k) The reconciliation of movements in the impairment losses on other receivables, amounts owing by subsidiaries and
amounts owing by related parties are as follows:

Lifetime Lifetime
ECL - ECL -
12-month not credit credit
ECL impaired impaired Total
Group RM’000 RM’000 RM’000 RM’000
At 1 July 2020 469 22 6,615 7,106
Charge for the financial year (Notes 26 and 31) 23 18 - 41
Reversal of impairment loss (Notes 26 and 31) (35) - - (35)
Reclassification to assets held for distribution (18) - - (18)
Exchange differences 3 - 40 43
At 30 June 2021 442 40 6,655 7,137

At 1 July 2019 460 26 6,965 7,451


Charge for the financial year (Notes 26 and 31) 8 - - 8
Reversal of impairment loss (Notes 26 and 31) - - (67) (67)
Written off - (4) (309) (313)
Exchange differences 1 - 26 27
At 30 June 2020 469 22 6,615 7,106

Lifetime Lifetime
ECL - ECL -
not credit credit Total
impaired impaired allowance
Company RM’000 RM’000 RM’000
At 1 July 2020 1,468 - 1,468
Charge for the financial year 3,420 - 3,420
At 30 June 2021 4,888 - 4,888

At 1 July 2019 197 - 197


Charge for the financial year 1,271 - 1,271
At 30 June 2020 1,468 - 1,468

The Group and the Company have identified the Gross Domestic Product (“GDP”), Overnight Policy Interest Rate
(“OPR”), retail sales growth, unemployment rate and inflation rate, incorporating the impact of the COVID-19
pandemic as the key macroeconomic factors in determining the lifetime expected credit loss for other receivables,
amounts owing by subsidiaries and amounts owing by related parties.
04 Financial Statements • BONIA CORPORATION BERHAD 169

Notes to the
Financial Statements
30 June 2021

17. CASH AND BANK BALANCES

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Cash and bank balances 81,202 69,104 1,169 1,004
Deposits with licensed banks 4,001 8,605 - -
85,203 77,709 1,169 1,004

(a) Included in deposits with licensed banks of the Group is an amount of RM65,000 (2020: RM65,000) pledged to a
licensed bank as securities for banking facilities granted to a subsidiary as disclosed in Note 21(a) to the financial
statements.

(b) The currency exposure profile of cash and bank balances are as follows:

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Ringgit Malaysia 42,303 53,837 1,165 1,000
Chinese Renminbi 50 58 - -
Hong Kong Dollar 5,156 1,639 - -
Indonesian Rupiah 1,568 464 - -
Singapore Dollar 35,326 19,636 - -
United States Dollar 633 1,883 4 4
Vietnamese Dong 120 97 - -
Others 47 95 - -
85,203 77,709 1,169 1,004

(c) For the purpose of statements of cash flows, cash and cash equivalents comprise the following as at the end of each
reporting period:

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Cash and bank balances 81,202 69,104 1,169 1,004
Deposits with licensed banks
(not more than three (3) months) 4,001 8,605 - -
85,203 77,709 1,169 1,004
Add: Cash and cash equivalents classified
as held for distribution (Note 26) 12,662 - - -
Less: Deposit pledged to a licensed bank (65) (65) - -
Cash and cash equivalents included in
the statements of cash flows 97,800 77,644 1,169 1,004

(d) No expected credit losses were recognised arising from deposits with financial institutions because the probability of
default by these financial institutions were negligible.

(e) Information on financial risks of cash and bank balances is disclosed in Note 39 to the financial statements.
170 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

18. SHORT TERM FUNDS

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Fair value through profit or loss

Short term funds 15,493 23,416 9,350 7,741

(a) Short term funds are classified as fair value through profit or loss, and subsequently remeasured to fair value with
changes in fair value being recognised in profit or loss. The fair value is categorised as Level 1 in fair value hierarchy.
The short term funds of the Group and of the Company are denominated in RM.

(b) Information on financial risks of short term funds is disclosed in Note 39 to the financial statements.

19. SHARE CAPITAL

Group and Company


2021 2020
Number Number
of shares Amount of shares Amount
’000 RM’000 ’000 RM’000
Ordinary shares issued and fully paid:

Balance as at 1 July 2020/2019 201,572 201,572 806,287 201,572

Share consolidation on 23 December 2019 (Note a) - - (604,715) -


Balance as at 30 June 2021/2020 201,572 201,572 201,572 201,572

(a) In the previous financial year, on 1 October 2019, the Company undertook a share consolidation exercise which
involved the consolidation of every four (4) existing shares in the Company held by the shareholders of the Company
on the entitlement date of 20 December 2019 into one (1) share (“Consolidated Share(s)”) of the Company. On 23
December 2019, the Company completed its share consolidation exercise.

(b) The holders of ordinary shares are entitled to receive dividends as and when declared by the Company and are entitled
to one (1) vote per ordinary share at general meeting of the Company as prescribed in the Constitution of the Company.
All ordinary shares rank pari passu with regard to the residual assets of the Company.

20. RESERVES

Group Company
2021 2020 2021 2020
Note RM’000 RM’000 RM’000 RM’000
Exchange translation reserve (a) 13,688 14,876 - -
Revaluation reserve (b) 184 2,521 - -
Treasury shares (c) (485) (6,100) (485) (6,100)
13,387 11,297 (485) (6,100)
Retained earnings 149,596 153,437 42,419 46,748
162,983 164,734 41,934 40,648
04 Financial Statements • BONIA CORPORATION BERHAD 171

Notes to the
Financial Statements
30 June 2021

20. RESERVES (continued)

(a) Exchange translation reserve

The exchange translation reserve is used to record foreign currency exchange differences arising from the translation
of the financial statements of foreign operations whose functional currencies are different from that of the presentation
currency of the Group. It is also used to record the exchange differences arising from monetary items which form
part of the net investment of the Group in foreign operations, where the monetary item is denominated in either the
functional currency of the reporting entity or the foreign operation.

(b) Revaluation reserve

The revaluation reserve arises from the revaluation surplus of properties of the subsidiaries upon transfer from property,
plant and equipment to investment properties.

(c) Treasury shares

During the previous financial year, the Company repurchased 2,278,800 of its issued ordinary shares from the stock
exchange of Bursa Malaysia Securities Berhad and held the same as treasury shares at an average buy-back price of
RM0.632 per ordinary share as detailed below:

Number Total Price per share


of shares consideration Highest Lowest Average
RM’000 RM RM RM
Balance as at 1 July 2019 15,734,400 4,659 0.555 0.250 0.296

Share repurchased during


the financial year:
July 2019 658,600 218 0.330 0.330 0.330
August 2019 489,400 133 0.270 0.270 0.270
1,148,000 351 0.330 0.270 0.306
Balance before share
consolidation* 16,882,400 5,010
Share consolidation* (12,661,800) -
Balance after share
consolidation* 4,220,600 5,010

Share repurchased during


the financial year:
January 2020 # 1,050,200 1,047 0.995 0.990 0.995
June 2020 # 80,600 43 0.535 0.530 0.535
1,130,800 1,090 0.995 0.530 0.964
Balance as at 30 June 2020 5,351,400 6,100

* In the previous financial year, on 1 October 2019, the Company undertook a share consolidation exercise which
involved the consolidation of every four (4) existing shares in the Company held by the shareholders of the Company
on the entitlement date of 20 December 2019 into one (1) share (“Consolidated Share(s)”) of the Company.

On the entitlement date of 20 December 2019, the share consolidation was completed whereby the Company’s
existing number of shares of 806,287,400 Shares (inclusive of 16,882,400 treasury shares) had been consolidated
into 201,571,842 Consolidated Shares (inclusive of 4,220,600 consolidated treasury shares, with fractional
entitlements for the Consolidated Shares arising from the share consolidation being disregarded) pursuant to the
share consolidation. On 23 December 2019, the Company completed its share consolidation exercise.

#
Repurchase of the Company’s issued ordinary shares in January 2020 and June 2020 had taken place after the
share consolidation as disclosed above.
172 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

20. RESERVES (continued)

(c) Treasury shares (continued)

During the financial year, the Company repurchased 10,113,800 of its issued ordinary shares from the stock exchange
of Bursa Malaysia Securities Berhad and held the same as treasury shares at an average buy-back price of RM0.682
per ordinary share as detailed below:

Number Total Price per share


of shares consideration Highest Lowest Average
RM’000 RM RM RM
Balance as at 1 July 2020 5,351,400 6,100 0.995 0.250 1.140

Share repurchased during


the financial year:
July 2020 5,079,000 2,699 0.530 0.530 0.531
September 2020 136,300 72 0.530 0.525 0.528
October 2020 321,700 171 0.535 0.530 0.533
November 2020 7,400 4 0.530 0.530 0.534
December 2020 2,588,400 2,162 0.840 0.785 0.835
January 2021 1,981,000 1,785 0.900 0.898 0.901
10,113,800 6,893 0.900 0.525 0.682
Share dividend* (14,888,481) (12,508)
Balance as at 30 June 2021 576,719 485

* On 11 January 2021, the Company declared a share dividend to distribute its treasury shares to the entitled
shareholders of the Company on the basis of eight (8) treasury shares for every one hundred (100) shares of
the Company held on 26 January 2021 (“Entitlement date”). On 15 February 2021, the relevant treasury shares
amounting to approximately RM12,508,000 were distributed and credited into the central depository accounts of
the entitled shareholders maintained with Bursa Malaysia Depository Sdn. Bhd..

The total consideration (including transaction costs) of RM6,893,000 (2020: RM1,441,000) paid for the repurchases
was financed by internally generated funds.

As at 30 June 2021, the Company held 576,719 (2020: 5,351,400) treasury shares out of its total issued shares of
201,571,842 (2020: 201,571,842) ordinary shares.

Pursuant to Section 127 of the Companies Act 2016, the Directors of the Company may resolve:

(1) to cancel the shares so purchased;

(2) to retain the shares so purchased as treasury shares for distribution as “share dividends” to the shareholders, or
resell any of the shares so purchased on Bursa Malaysia Securities Berhad in accordance with the relevant rules
of Bursa Malaysia Securities Berhad, or transfer any of the shares so purchased for the purposes of or under an
employees’ share schedule, or transfer any of the shares so purchased as purchase consideration, or sell, transfer
or otherwise use any of the shares so purchased for such other purposes as the Minister may by order prescribe;
or

(3) to retain part of the shares so purchased as treasury shares and cancel the remainder.

While the shares so purchased are held as treasury shares, the rights attached to the treasury shares in relation to voting,
dividends and participation in any other distributions or otherwise are suspended and the treasury shares shall not be
taken into account in calculating the number or percentage of shares or a class of shares in the Company for any purposes
including, without limitation to the generality of the provisions of any law or requirements of the Constitution of the
Company or the listing rules of Bursa Malaysia Securities Berhad on substantial shareholdings, takeovers, notices, the
requisitioning of meetings, the quorum and the result of a vote on a resolution at a meeting of shareholders.
04 Financial Statements • BONIA CORPORATION BERHAD 173

Notes to the
Financial Statements
30 June 2021

21. BORROWINGS

Group
2021 2020
Note RM’000 RM’000
Current liabilities

Conventional financing facilities - Secured


Bankers’ acceptances - 3,253
Term loans 22 1,337 601
1,337 3,854

Islamic financing facilities - Secured


Terms financing-i 22 1,390 1,303
Total secured borrowings 2,727 5,157

Conventional financing facilities - Unsecured


Bankers’ acceptances 85 2,464
Revolving credit - 1,000
Trust receipts 4,022 680
Total unsecured borrowings 4,107 4,144
Total 6,834 9,301

Non-current liabilities

Conventional financing facilities - Secured


Term loans 22 16,331 12,070

Islamic financing facilities - Secured


Terms financing-i 22 58,715 18,032
Total 75,046 30,102
Total borrowings
Bankers’ acceptances 85 5,717
Term loans and terms financing-i 22 77,773 32,006
Revolving credit - 1,000
Trust receipts 4,022 680
81,880 39,403

(a) Certain bank overdrafts and bankers’ acceptances of the Group are secured by the following:

(i) first fixed charges over certain leasehold land and buildings of a subsidiary as disclosed in Notes 7 and 8 to the
financial statements; and

(ii) fixed deposit of a subsidiary as disclosed in Note 17 to the financial statements.

(b) The currency exposure profile of borrowings are as follows:

Group
2021 2020
RM’000 RM’000
Ringgit Malaysia 69,282 38,723
Singapore Dollar 12,598 680
81,880 39,403
174 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

21. BORROWINGS (continued)

(c) Information on financial risks of borrowings is disclosed in Note 39 to the financial statements.

(d) Reconciliation of liabilities from financing activities:

Term loans
and terms Bankers’ Trust Revolving
financing-i acceptances receipts credit Total
Group RM’000 RM’000 RM’000 RM’000 RM’000
At 1 July 2020 32,006 5,717 680 1,000 39,403

Cash flows:
- Net of repayments
and drawdowns
of borrowings 3,758 (5,632) 3,315 (1,000) 441

Non-cash flows:
- Purchase of investment
properties (Note 9(a)) 41,949 - - - 41,949
- Effect of foreign
exchange 60 - 27 - 87
At 30 June 2021 77,773 85 4,022 - 81,880

Term loans
and terms Bankers’ Bank Trust Revolving
financing-i acceptances overdrafts receipts credit Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 July 2019 41,842 6,044 1,479 5,418 1,000 55,783

Cash flows:
- Net of repayments
and drawdowns of
borrowings (9,846) (327) (1,479) (4,718) - (16,370)

Non-cash flows:
- Effect of foreign
exchange 10 - - (20) - (10)
At 30 June 2020 32,006 5,717 - 680 1,000 39,403
04 Financial Statements • BONIA CORPORATION BERHAD 175

Notes to the
Financial Statements
30 June 2021

22. TERM LOANS AND TERMS FINANCING-I (“TF-I”)

Group
2021 2020
RM’000 RM’000
Term loans - Secured
Term loan I is repayable as follows:
- 240 equal monthly instalments of RM17,554 each commencing September 2011 - 2,057
Term loan II is repayable as follows:
- 240 equal monthly instalments of RM64,878 each commencing November 2014 8,278 8,580
Term loan III is repayable as follows:
- 240 equal monthly instalments of RM9,411 each commencing March 2014 - 1,195
Term loan IV is repayable as follows:
- 240 monthly instalments of RM1,688 each commencing April 2015 212 219
Term loan V is repayable as follows:
- 240 monthly instalments of RM2,396 each commencing April 2015 301 310
Term loan VI is repayable as follows:
- 240 monthly instalments of RM2,396 each commencing April 2015 301 310
Term loan VII is repayable as follows:
- 36 monthly instalments of SGD11,111 each commencing August 2020
- Final instalment of SGD11,115 in July 2023 858 -
Term loan VIII is repayable as follows:
- 48 monthly instalments of SGD52,083 each commencing April 2022
- Final instalment of SGD52,083 in March 2026 7,718 -
17,668 12,671

Terms Financing-I (“TF-I”) - Secured


TF-I I is repayable as follows:
- 77 equal monthly instalments of RM180,000 each commencing September 2016
- Final instalment of RM15,358,000 in February 2023 18,423 19,335

TF-I II is repayable as follows:


- 24 equal monthly instalments of RM154,216 each commencing January 2021
- 36 equal monthly instalments of RM220,308 each commencing January 2023
- 60 equal monthly instalments of RM308,431 each commencing January 2026
- 60 equal monthly instalments of RM378,930 each commencing January 2031
- Final instalment of RM378,930 in December 2035 41,682 -
60,105 19,335
77,773 32,006
176 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

22. TERM LOANS AND TERMS FINANCING-I (“TF-I”) (continued)

Group
2021 2020
RM’000 RM’000
Secured

Repayable as follows:

Current liabilities
- not later than one (1) year 2,727 1,904

Non-current liabilities
- later than one (1) year but not later than five (5) years 32,446 20,733
- later than five (5) years 42,600 9,369
75,046 30,102
77,773 32,006

(a) Secured term loans of the Group are secured by means of legal charges over certain freehold land and buildings of the
Group (Note 7) and investment properties classified as non-current assets held for sale (Note 26), assignment of rental
proceeds and are guaranteed by the Company except for term loans VII and VIII.

Term loans VII and VIII are only guaranteed by the Company.

(b) The term financing-i of the Group are Islamic financing facilities that are secured by means of legal charges over
certain investment properties of the Group (Note 9) and are guaranteed by the Company except for TF-I I which
is secured by a specific debenture over the buildings on freehold land of a subsidiary (Note 7) and is secured by
assignment of rental proceeds.

23. PROVISION FOR RESTORATION COSTS

Group
2021 2020
RM’000 RM’000
Non-current
Provision for restoration costs 1,370 1,678

Current
Provision for restoration costs 415 568
1,785 2,246

(a) Provision for restoration costs comprises estimates of reinstatement costs for stores upon termination of tenancy.

(b) A reconciliation of the provision for restoration costs is as follows:

Group
2021 2020
Note RM’000 RM’000
Balance as at 1 July 2020/2019 2,246 2,605
Recognised in right-of-use assets 8(d) 127 102
Reversal of provision for restoration costs (142) -
Recognised in profit or loss
- unwinding of discount on provision for restoration costs 26, 31 50 46
- over-provision of restoration costs 26, 31 (227) (195)
Utilised during the financial year (25) (315)
Reclassification to disposal group held for distribution 26 (251) -
Translation adjustments 7 3
Balance as at 30 June 2021/2020 1,785 2,246
04 Financial Statements • BONIA CORPORATION BERHAD 177

Notes to the
Financial Statements
30 June 2021

24. TRADE AND OTHER PAYABLES

Group Company
2021 2020 2021 2020
Note RM’000 RM’000 RM’000 RM’000
Non-current liabilities

Other payable
Other payable (a) 5,015 4,888 - -

Current liabilities

Trade payables
Third parties (b) 4,005 9,765 - -

Other payables, deposits and accruals


Amounts owing to subsidiaries (d) - - 5 5
Amounts owing to associates (c) - 309 - 309
Other payables 9,490 11,267 - 15
Deposits 1,059 1,410 - -
Accruals 6,389 7,849 421 385
16,938 20,835 426 714
Total trade and other payables (current) 20,943 30,600 426 714
Total trade and other payables
(current and non-current) 25,958 35,488 426 714

(a) Non-current other payable represents loans from a shareholder of a subsidiary for the acquisition of intellectual
property rights, which are unsecured, bear interest at 2% (2020: 2%) per annum and are repayable on or before 30
August 2025.

(b) Trade payables are non-interest bearing and the normal trade credit terms granted to the Group range from 30 to 90
days (2020: 30 to 90 days).

(c) In the previous financial year, amounts owing to associates represented advances and payments made on behalf, which
were unsecured, interest-free and repayable upon demand.

(d) Amounts owing to subsidiaries represent advances and payments made on behalf, which are unsecured, interest-free
and repayable upon demand.

(e) Information on financial risks of trade and other payables is disclosed in Note 39 to the financial statements.

(f) The currency exposure profile of payables are as follows:

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Ringgit Malaysia 12,657 13,919 426 714
Chinese Renminbi 170 454 - -
Indonesian Rupiah 1,053 834 - -
Hong Kong Dollar 319 204 - -
Singapore Dollar 11,198 13,183 - -
United States Dollar 488 1,990 - -
Vietnamese Dong 65 4,877 - -
Others 8 27 - -
25,958 35,488 426 714
178 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

25. CONTRACT LIABILITIES

Group
2021 2020
RM’000 RM’000
Deferred revenue 21,137 22,242

(a) Deferred revenue mainly represents advance consideration received from customers in respect of royalty arrangement.
Deferred revenue will be recognised as revenue when performance obligations are fulfilled.

(b) Revenue expected to be recognised in future relating to performance obligations that are unsatisfied (or partially
satisfied) at the end of the reporting period, are as follows:

Group
2021 2020
RM’000 RM’000
Within one (1) year 2,998 3,855
Between one (1) year and five (5) years 1,733 1,594
More than five (5) years 16,406 16,793
21,137 22,242

26. NON-CURRENT ASSETS/DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE/HELD FOR DISTRIBUTION

Group
2021 2020
Note RM’000 RM’000
Non-current assets/disposal group classified as held for
sale/held for distribution:
- Assets of disposal group 26(a) 61,117 -
- Property, plant and equipment 7, 26(b) 3,408 -
- Right-of-use assets 8, 26(c) 624 -
- Investment properties 9, 26(d) - 12,910
65,149 12,910
Liabilities of disposal group classified as held for distribution 26(a) (9,258) -
55,891 12,910

(a) On 25 February 2021, the Group announced to Bursa Malaysia Securities Berhad the proposed listing of the subsidiary
of the Company, SBG Holdings Sdn. Bhd. (“SBG”) and its subsidiaries (“collectively as SBG Group”) on the LEAP
Market of Bursa Malaysia Securities Berhad (“Proposed Listing”).

In conjunction with the Proposed Listing, the Company will undertake the proposed demerger of SBG Group which
comprises the Proposed Capitalisation, Proposed Subdivision, Proposed Conversion and Proposed Dividend-in-Specie
(collectively as “Proposed Demerger”) (details of which were set out in the Circular to Shareholders of the Company
dated 22 July 2021). Details of the Proposed Demerger are described in Note 40(b) to the financial statements.

Accordingly, the assets and liabilities of SBG Group are classified as disposal group held for distribution and the
financial results of SBG Group are classified as discontinuing operations.
04 Financial Statements • BONIA CORPORATION BERHAD 179

Notes to the
Financial Statements
30 June 2021

26. NON-CURRENT ASSETS/DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE/HELD FOR DISTRIBUTION
(continued)

(a) (continued)

(i) The assets and the associated liabilities held for distribution as at 30 June 2021 are as follows:

SBG Group
Note RM’000
Assets held for distribution

Property, plant and equipment 7 13,418


Right-of-use assets 8 6,283
Inventories 9,857
Receivables 4,871
Current tax assets 831
Cash and bank balances 17(c) 12,662
Short term funds 13,195
61,117

Liabilities associated with assets held for distribution

Lease liabilities 8 7,742


Deferred tax liabilities 14(a) 87
Provision for restoration cost 23(b) 251
Payables 1,178
9,258

(ii) Analysis of the results of the discontinuing operations was as follows:

SBG Group SBG Group


2021 2020
RM’000 RM’000
Statement of Profit or Loss and Other Comprehensive Income

Revenue 27,838 34,023


Cost of sales (10,718) (15,549)

Gross profit 17,120 18,474


Other operating income 2,321 1,583
Selling and distribution expenses (8,451) (11,382)
General and administrative expenses (9,363) (10,122)
Finance cost (440) (572)

Profit/(Loss) before tax 1,187 (2,019)


Tax expense (334) (1,025)

Profit/(Loss) for the financial year/


Total comprehensive income/(loss), net of tax 853 (3,044)
180 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

26. NON-CURRENT ASSETS/DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE/HELD FOR DISTRIBUTION
(continued)

(a) (continued)

(ii) Analysis of the results of the discontinuing operations was as follows (continued):

SBG Group SBG Group


2021 2020
Note RM’000 RM’000
Profit/(Loss) before tax is arrived after charging:
Auditors’ remuneration:
- Statutory
- current year 54 79
- Non-statutory
- current year 24 5
Bad debts written off on trade and other receivables 4 -
Depreciation of property, plant and equipment 7 1,072 1,486
Depreciation of right-of-use assets 8 2,722 2,880
Impairment losses on:
- trade and other receivables 16 - 122
- property, plant and equipment 7 7 529
- right-of-use assets 8 700 -
Interest expense and profit payment on borrowings:
- lease liabilities 8 437 555
- unwinding of discount on provision for restoration costs 23 3 17
440 572
Right-of-use assets written off 8 - 19
Unrealised loss on foreign exchange 30 -
Fair value loss on short term funds - 4
Rental commission 384 389
Rental of premises 83 913
Loss on disposals of property, plant and equipment - 5
And crediting:
Fair value gain on short term funds 1 -
Reversal of impairment losses on trade and other receivables 16 142 3
Interest income from:
- deposits with licensed banks 134 313
- bank balances - 27
- short term funds 215 209
Lease concessions 8 1,177 412
Over-provision of restoration cost 23 - 114
Unrealised gain on foreign exchange - 34

(iii) Analysis of the cash flows of the discontinuing operations was as follows:

SBG Group SBG Group


2021 2020
RM’000 RM’000
Statement of Cash Flows
Net cash from operating activities 6,893 1,288
Net cash used in investing activities (4,367) (4,838)
Net cash used in financing activities (3,135) (4,447)
Net decrease in cash and cash equivalents (609) (7,997)
Effect of exchange rate difference on cash and cash equivalents (29) 34
Cash and cash equivalents at beginning of the financial year 13,300 21,263
Cash and cash equivalents at the date of demerger 12,662 13,300
04 Financial Statements • BONIA CORPORATION BERHAD 181

Notes to the
Financial Statements
30 June 2021

26. NON-CURRENT ASSETS/DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE/HELD FOR DISTRIBUTION
(continued)

(b) On 25 February 2021, a wholly-owned subsidiary of the Company, Luxury Parade Sdn. Bhd. committed to a plan to
dispose a detached factory building with a carrying amount of RM3,408,000 to a third party for a sales consideration
of RM6,500,000. The Company entered into the Sale and Purchase Agreement with the third party on 2 September
2021 for the sales transaction.

The transaction has not been completed as at the end of the reporting period and has been reclassified to non-current
assets held for sale.

(c) On 5 April 2021, a wholly-owned subsidiary of the Company, Long Bow Manufacturing Sdn. Bhd. entered into a Sale
and Purchase Agreement with a third party for the disposal of a piece of leasehold vacant land with a carrying amount
of RM624,000 for a sales consideration of RM1,000,000.

The transaction has not been completed as at the end of the reporting period and has been reclassified to non-current
assets held for sale.

(d) In the previous financial year:

(i) On 31 December 2019, a wholly-owned subsidiary of the Company, Luxury Parade Sdn. Bhd. entered into
Sale and Purchase Agreements with a third party for the disposal of seven (7) units of property held under the
office tower block of the commercial development known as Pusat Perniagaan dan Pemasaran Pukal Makanan,
Wilayah Persekutuan, Kuala Lumpur with a postal address of Level 2, 3, 4, 5, 6, 8, 9, Asmah Tower, Jalan
Cerdas, Taman Connaught, Cheras, 56000 Kuala Lumpur, with a total carrying amount of RM12,310,000 for a
sales consideration of RM12,480,000.

In the previous financial year, the investment properties had been reclassified to non-current assets held for sale
in the Group’s financial statements for the financial year ended 30 June 2020.

The transactions have been completed as at the end of this reporting period.

The abovementioned non-current assets held for sale with a total carrying amount of RM12,310,000 had
been pledged as securities for banking facilities granted to the Group as disclosed in Note 22 to the financial
statements.

(ii) On 12 March 2020, a wholly-owned subsidiary of the Company, Ataly Industries Sdn. Bhd. entered into a Sale
and Purchase Agreement with certain third parties for the disposal of one (1) piece of freehold property held
under Geran 55091, Lot 20501, Mukim Kuala Lumpur, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan
Kuala Lumpur, measuring approximately 143 square metres in area together with a double storey terrace
intermediate house erected thereon with a postal address of No. 29, Jalan Budiman, Taman Midah, Cheras,
56000 Kuala Lumpur, with a total carrying amount of RM650,000 for a sales consideration of RM600,000.

In the previous financial year, the investment property had been reclassified to non-current assets held for sale
in the Group’s financial statements for the financial year ended 30 June 2020.

The transaction has been completed as at the end of this reporting period.

27. CAPITAL COMMITMENTS

Group
2021 2020
RM’000 RM’000
Continuing operations

Property, plant and equipment:


Renovation for boutiques, offices and warehouses
- Approved and contracted for 135 238
182 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

28. CONTINGENT LIABILITIES

Company
2021 2020
RM’000 RM’000
Unsecured corporate guarantees given to financial institutions and third parties
for facilities granted to certain subsidiaries:

- Limit of guarantee 185,405 154,903


- Amounts utilised:
In favour of licensed banks for banking facilities granted to subsidiaries 81,880 39,403
In favour of third parties for tenancy agreements entered into by subsidiaries 2,603 3,874
84,483 43,277

The Directors are of the view that the probability of the subsidiaries defaulting on the banking facilities and tenancy
agreements and the chances of the financial institutions to call upon the corporate guarantees are remote. Accordingly, the
fair values of the above corporate guarantees given to the subsidiaries for banking facilities are negligible.

29. REVENUE

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Revenue from contracts with customers
Sale of goods 255,148 303,263 - -
Royalty income 4,678 6,712 - -
259,826 309,975 - -

Others
Rental income 1,393 962 - -
Dividend income from unquoted investments
in subsidiaries and an associate - - 25,893 14,882
261,219 310,937 25,893 14,882

Timing of revenue recognition


Transferred at a point in time 255,148 303,263 - -
Transferred over time 4,678 6,712 - -
Others 1,393 962 25,893 14,882
261,219 310,937 25,893 14,882
04 Financial Statements • BONIA CORPORATION BERHAD 183

Notes to the
Financial Statements
30 June 2021

29. REVENUE (continued)

Disaggregation of revenue from contracts with customers

Revenue from contracts with customers is disaggregated in the table below by primary geographical markets, major products
and service lines and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue
with the reportable segments of the Group.

Retailing Manufacturing Total


30 June 2021 RM’000 RM’000 RM’000
Major goods and services
Sales of goods 255,028 120 255,148
Royalty income 4,678 - 4,678
Total revenue from contracts with customers 259,706 120 259,826

Geographical markets
Malaysia 149,789 120 149,909
Singapore 83,780 - 83,780
Indonesia 15,957 - 15,957
Vietnam 1,183 - 1,183
Others 8,997 - 8,997
Total revenue from contracts with customers 259,706 120 259,826

Timing of revenue recognition


Transferred at a point in time 255,028 120 255,148
Transferred over time 4,678 - 4,678
Total revenue from contracts with customers 259,706 120 259,826

30 June 2020
Major goods and services
Sales of goods 303,231 32 303,263
Royalty income 6,712 - 6,712
Total revenue from contracts with customers 309,943 32 309,975

Geographical markets
Malaysia 172,365 32 172,397
Singapore 107,326 - 107,326
Indonesia 24,740 - 24,740
Vietnam 2,985 - 2,985
Others 2,527 - 2,527
Total revenue from contracts with customers 309,943 32 309,975

Timing of revenue recognition


Transferred at a point in time 303,231 32 303,263
Transferred over time 6,712 - 6,712
Total revenue from contracts with customers 309,943 32 309,975

(a) There is no significant financing component in the revenue arising from sales of products and services rendered as the
products and services are made on normal credit terms not exceeding twelve (12) months.

(b) Revenue from contracts with customers recognised for the Group during the financial year included RM3,630,000
(2020: RM2,667,000) that were included in contract liabilities at the beginning of the financial year.
184 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

30. COST OF SALES

Group
2021 2020
RM’000 RM’000
Inventories sold 124,264 141,477

31. PROFIT BEFORE TAX

Other than those disclosed elsewhere in the financial statements, profit before tax is arrived at:

Group Company
2021 2020 2021 2020
Note RM’000 RM’000 RM’000 RM’000
After charging:

Auditors’ remuneration:
- Statutory
- Auditors of the Company and
its affiliates:
- current year 641 705 68 67
- Other auditors:
- current year 38 33 - -
- Non-statutory
- current year 106 23 88 16
Bad debts written off on trade
and other receivables 174 66 - -
Depreciation of property,
plant and equipment 7 8,810 10,180 - -
Depreciation of right-of-use assets 8 23,266 22,685 - -
Fair value adjustments on
investment properties 9 34 - - -
Fair value loss on long term investments 38(e) 28 28 - -
Fair value loss on short term funds - 56 - 24
Inventories written off 15 23 91 - -
Impairment losses on:
- amounts owing by subsidiaries 16 - - 3,420 1,271
- trade and other receivables 16 3,597 7,892 - -
- costs of investments in subsidiaries 11 - - 8,949 923
- goodwill 10 2,582 - - -
- property, plant and equipment 7 324 180 - -
- right-of-use assets 8 1,063 578 - -
- trademark 10 - 3,927 - -
Interest expense and profit payment
on borrowings:
- fair value adjustment on non-current
amount owing by a subsidiary - - - 1,350
- bank guarantees 31 10 - -
- bank overdrafts - 78 - -
- bankers’ acceptances 77 211 - -
- lease liabilities 8 2,481 3,097 - -
- term loans and terms financing-i 1,842 1,502 - -
- trust receipts 57 317 - -
- revolving credit 10 46 - -
- unwinding of discount on provision
for restoration costs 23 47 29 - -
- others 100 123 - -
4,645 5,413 - 1,350
04 Financial Statements • BONIA CORPORATION BERHAD 185

Notes to the
Financial Statements
30 June 2021

31. PROFIT BEFORE TAX (continued)

Other than those disclosed elsewhere in the financial statements, profit before tax is arrived at (continued):

Group Company
2021 2020 2021 2020
Note RM’000 RM’000 RM’000 RM’000
After charging (continued):

Loss on dissolution of a subsidiary 11 - 1 3 -


Loss on deregistration of a
foreign subsidiary 11 50 - - -
Loss on disposal of other investment 27 - - -
Property, plant and
equipment written off 7 254 53 - -
Right-of-use assets written off 8 17 22 - -
Realised loss on foreign exchange 318 420 - -
Rental commission 1,534 4,959 - -
Rental of office equipment 36 53 - -
Rental of premises 843 3,943 - -
Unrealised loss on foreign exchange 286 330 - -

And crediting:

Fair value gain on short term funds 14 - 9 -


Fair value adjustments on non-current
amounts owing by subsidiaries - - 3,918 -
Gain on disposals of:
- property, plant and equipment, net 152 33 - -
- investment properties 170 - - -
Interest income from:
- amount owing by a subsidiary - - 288 309
- short term funds 242 513 100 191
- deposits with licensed banks 49 74 - -
- bank balances 1 138 1 11
- others 413 588 - -
Gain on deregistration of a
foreign subsidiary 11 - 644 - -
Lease concessions 8 4,527 3,433 - -
Over-provision of restoration cost 23 227 81 - -
Reversal of impairment losses
on trade and other receivables 16 2,528 391 - -
Realised gain on foreign exchange 191 814 51 -
Rental income 323 237 - -
Unrealised gain on foreign exchange 762 178 - -
Payables written off 4,589 - - -
186 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

32. TAX EXPENSE

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Current tax expense based on profit for
the financial year:
Malaysian income tax 2,860 2,914 74 99
Foreign income tax 2,363 3,680 - -
5,223 6,594 74 99

Under/(Over)-provision in prior years:


Malaysian income tax 35 (29) (24) 101
Foreign income tax (424) 183 - -
(389) 154 (24) 101
4,834 6,748 50 200
Deferred tax (Note 14)
Relating to origination and reversal of
temporary differences (579) (479) - -
(Over)/Under-provision in prior years (117) 130 - -
(696) (349) - -
4,138 6,399 50 200

The Malaysian income tax is calculated at the statutory tax rate of 24% (2020: 24%) of the estimated taxable profits for the
fiscal year.

Tax expense for other taxation authorities are calculated at the rates prevailing in those respective jurisdictions.

The numerical reconciliation between the tax expense and the product of accounting profit multiplied by the applicable tax
rates of the Group and of the Company are as follows:

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Profit before tax 19,447 12,833 16,064 9,603

Tax at Malaysian statutory tax rate of 24%


(2020: 24%) 4,667 3,080 3,855 2,305
Tax effects in respect of:
Non-allowable expenses 2,385 4,594 2,531 1,412
Non-taxable income (2,501) (487) (6,312) (3,618)
Lower tax rates in foreign jurisdiction (742) (155) - -
Deferred tax assets not recognised 2,142 224 - -
Tax incentive and allowances (92) (139) - -
Utilisation of previously unrecognised
deferred tax assets (1,215) (1,002) - -
4,644 6,115 74 99
(Over)/Under-provision of income tax in prior years (389) 154 (24) 101
(Over)/Under-provision of deferred tax in prior years (117) 130 - -
4,138 6,399 50 200
04 Financial Statements • BONIA CORPORATION BERHAD 187

Notes to the
Financial Statements
30 June 2021

32. TAX EXPENSE (continued)

Tax on each component of other comprehensive income is as follows:

Group
Before tax Tax effect After tax
RM’000 RM’000 RM’000
2021

Items that may be reclassified subsequently to profit or loss

Reclassification of exchange translation reserve to profit


or loss upon deregistration of a foreign subsidiary 77 - 77
Foreign currency translations (1,246) - (1,246)
(1,169) - (1,169)

2020

Items that may be reclassified subsequently to profit or loss

Reclassification of exchange translation reserve to profit


or loss upon deregistration of a foreign subsidiary (644) - (644)
Foreign currency translations 300 - 300
(344) - (344)

33. EARNINGS/(LOSS) PER SHARE

(a) Basic

Basic earnings per ordinary share for the financial year is calculated by dividing the profit for the financial year
attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding
during the financial year, after taking into consideration of treasury shares held by the Company.

Group
2021 2020
Profit/(Loss) attributable to equity holders of the parent (RM’000)
- Continuing operations 13,019 5,822
- Discontinuing operations 853 (3,044)
13,872 2,778

Weighted average number of ordinary shares applicable to


basic earnings per ordinary share (’000) * 194,965 196,906

Basic earnings/(loss) per ordinary share for profit for the financial year (sen)
- Continuing operations 6.68 2.96
- Discontinuing operations 0.44 (1.55)
7.12 1.41

* The weighted average number of ordinary shares for the financial year ended 30 June 2020 had included the effect
of share consolidation and repurchase of shares as disclosed in Notes 19(a) and 20(c) to the financial statements.

(b) Diluted

Diluted earnings per ordinary share equals basic earnings per ordinary share as there is no dilutive potential ordinary
shares outstanding during the financial year.
188 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

34. DIVIDENDS

Company
2021 2020
Dividend Amount of Dividend Amount of
per share dividend per share dividend
Sen RM’000 Sen RM’000
In respect of the financial year ended 30 June 2019:
Single tier interim dividend, paid on 10 October 2019 - - 0.5 3,947

In respect of the financial year ended 30 June 2020:


Single tier interim dividend, paid on 3 April 2020 - - 2.0 3,926

In respect of the financial year ended 30 June 2021:


Single tier interim dividend, paid on 3 November 2020 2.0 3,815 - -
Single tier interim dividend, paid on 6 April 2021 2.0 4,020 - -
4.0 7,835 2.5 7,873

On 11 January 2021, the Company declared a share dividend to distribute its treasury shares to the entitled shareholders of
the Company on the basis of eight (8) treasury shares for every one hundred (100) shares of the Company held on 26 January
2021 (“Entitlement date”). On 15 February 2021, the relevant treasury shares amounting to approximately RM12,508,000
were distributed and credited into the central depository accounts of the entitled shareholders maintained with Bursa Malaysia
Depository Sdn. Bhd. and this was accounted for in equity as an appropriation of retained earnings in the financial year ended
30 June 2021.

The Directors do not recommend any final dividend in respect of the financial year ended 30 June 2021.

On 28 September 2021, the Board of Directors declared a single tier interim dividend of 2.00 sen per ordinary share of
approximately RM4,020,000 in respect of the financial year ending 30 June 2022, to be paid on 28 October 2021 to the
shareholders of the Company whose names appear in the Record of Depositors on 13 October 2021. The dividend will be
accounted for in equity as an appropriation of retained earnings in the financial year ending 30 June 2022.

35. EMPLOYEE BENEFITS

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Continuing operations
Wages, salaries and bonuses 45,743 52,431 835 1,333
Contributions to defined contribution plan 5,664 6,444 71 132
Social security contributions 465 492 - -
Other benefits 8,407 9,976 - -
60,279 69,343 906 1,465

Discontinuing operations
Wages, salaries and bonuses 6,131 6,027 - -
Contributions to defined contribution plan 860 864 - -
Social security contributions 91 129 - -
Other benefits 850 1,435 - -
7,932 8,455 - -
68,211 77,798 906 1,465

Included in the employee benefits of the Group and of the Company are Executive Directors’ remuneration of the Group
and of the Company amounting to RM9,420,000 (2020: RM8,631,000) and RM531,000 (2020: RM1,101,000) respectively.
04 Financial Statements • BONIA CORPORATION BERHAD 189

Notes to the
Financial Statements
30 June 2021

36. RELATED PARTIES DISCLOSURES

(a) Identities of related parties

Parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control
the party or exercise significant influence over the party in making financial and operating decisions, or vice versa,
or where the Company and the party are subject to common control or common significant influence. Related parties
may be individuals or other entities.

Related parties of the Company include:

(i) Its subsidiaries, fellow subsidiaries, and associates;

(ii) Any entities with joint control of, or significant influence over the Company; and

(iii) Key management personnel of the Company.

Related parties other than those disclosed elsewhere in the financial statements and their relationship with the Group
are as follows:

Related parties Relationship

Long Bow Manufacturing A company in which a Director, who is also a substantial shareholder of the Company,
(S) Pte. Ltd. and a director of certain subsidiaries of the Company, has substantial financial
interests.

Bonia International Holdings A company in which a Director, who is also a substantial shareholder of the Company,
Pte. Ltd. has substantial financial interests.

Speciale Eyewear Sdn. Bhd. A company in which a Director, who is also a director of certain subsidiaries of the
Company, has substantial financial interests.

(b) In addition to the transactions and balances detailed elsewhere in the financial statements, the Group and the Company
had the following transactions with related parties during the financial year:

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Received/receivable from subsidiaries
Dividends - - 25,782 14,681
Administrative fee - - 31 38
Interest income - - 288 309

Received from an associate


Dividend 111 201 111 201

Received/receivable from
other related party

Sale of goods
- Speciale Eyewear Sdn. Bhd. 4 12 - -

Rental income
- Speciale Eyewear Sdn. Bhd. 45 30 - -
190 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

36. RELATED PARTIES DISCLOSURES (continued)

(b) In addition to the transactions and balances detailed elsewhere in the financial statements, the Group and the Company
had the following transactions with related parties during the financial year (continued):

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Paid/payable to other
related parties

Purchases
- Speciale Eyewear Sdn. Bhd. 151 113 - -

Royalties
- Bonia International Holdings Pte. Ltd. 630 678 - -

Rental expense
- Long Bow Manufacturing (S) Pte. Ltd. 429 767 - -

Interest expense
- Bonia International Holdings Pte. Ltd. 5 32 - -

Save for the dividends received from subsidiaries, the related parties transactions described above were carried out in
the normal course of business and have been established under negotiated and mutually agreed terms.

(c) Compensation of key management personnel

Key management personnel are those persons responsible for planning, directing and controlling the activities of
the entity, directly and indirectly, including any director (whether executive or otherwise) of the Group and of the
Company.

The remuneration of Directors and other key management personnel during the financial year was as follows:

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Continuing operations

Directors of the Company:

Non-executive Directors
Director fees 317 319 294 295
Short term employee benefits 216 233 65 55
Contributions to defined contribution plan 35 38 14 14
568 590 373 364
Executive Directors
Director fees 1,120 1,045 280 240
Short term employee benefits 2,844 2,735 194 743
Contributions to defined contribution plan 284 321 57 118
4,248 4,101 531 1,101
04 Financial Statements • BONIA CORPORATION BERHAD 191

Notes to the
Financial Statements
30 June 2021

36. RELATED PARTIES DISCLOSURES (continued)

(c) Compensation of key management personnel (continued)

The remuneration of Directors and other key management personnel during the financial year was as follows (continued):

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Continuing operations (continued)

Directors of the subsidiaries:

Executive Directors
Director fees 539 499 - -
Short term employee benefits 2,889 2,534 - -
Contributions to defined contribution plan 290 294 - -
3,718 3,327 - -
8,534 8,018 904 1,465

Discontinuing operations

Directors of the Company:

Executive Directors
Director fees 21 24 - -
Short term employee benefits 587 437 - -
Contributions to defined contribution plan 73 70 - -
681 531 - -

Directors of the subsidiaries:

Executive Directors
Director fees 9 12 - -
Short term employee benefits 681 570 - -
Contributions to defined contribution plan 83 90 - -
773 672 - -
1,454 1,203 - -
9,988 9,221 904 1,465

37. OPERATING SEGMENTS

Bonia Corporation Berhad and its subsidiaries are principally engaged in designing, manufacturing, marketing, retailing,
wholesaling and franchising of fashionable leather goods, accessories and apparel for the local and overseas markets, property
development and investment holding.

The Group has arrived at three (3) reportable operating segments that are organised and managed separately according to
the nature of products and services and specific expertise, which requires different business and marketing strategies. The
reportable segments are summarised as follows:

Retailing Designing, promoting, advertising and marketing of fashionable apparels,


footwear, accessories and leather goods.
Manufacturing Manufacturing and marketing of fashionable leather goods.
Investment and property development Investment holding and rental and development of commercial properties.
192 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

37. OPERATING SEGMENTS (continued)

The accounting policies of the operating segments are the same as those described in the summary of significant accounting
policies.

The Group evaluates performance on the basis of profit or loss from operations before tax.

Inter-segment revenue is priced along the similar lines as sales to external customers and is eliminated in the consolidated
financial statements. These policies have been applied consistently throughout the current and previous financial years.

Segment assets exclude tax assets.

Segment liabilities exclude tax liabilities. Even though loans and borrowings arise from financing activities rather than
operating activities, they are allocated to the segments based on relevant factors (e.g. funding requirement).

Details are provided in the reconciliations from segment assets and liabilities to the position of the Group.

Investment Continuing Discontinuing


Manu- and property operations operations
Retailing facturing development Total Total Total
2021 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Revenue
Total revenue 259,706 15,880 38,483 314,069 27,838 341,907
Inter-segment revenue - (15,760) (37,090) (52,850) - (52,850)
Revenue from external
customers 259,706 120 1,393 261,219 27,838 289,057

Interest income 589 2 114 705 349 1,054

Interest expense and


profit payment on
borrowings (2,675) (14) (1,956) (4,645) (440) (5,085)
Net interest expense
and profit payment
on borrowings (2,086) (12) (1,842) (3,940) (91) (4,031)

Segment profit/(loss)
before tax 22,301 827 (3,681) 19,447 1,187 20,634

Share of loss of an
associate, net of tax - - (100) (100) - (100)

Tax expense (3,821) (218) (99) (4,138) (334) (4,472)

Material items:
- realised (loss)/gain on
foreign exchange, net (123) (55) 51 (127) - (127)
- rental commission (1,534) - - (1,534) (384) (1,918)
- rental of premises (843) - - (843) (83) (926)
- rental income 319 4 - 323 - 323
04 Financial Statements • BONIA CORPORATION BERHAD 193

Notes to the
Financial Statements
30 June 2021

37. OPERATING SEGMENTS (continued)

Investment Continuing Discontinuing


Manu- and property operations operations
Retailing facturing development Total Total Total
2021 (continued) RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Other material non-cash items:
- amortisation of trademarks (418) - (977) (1,395) - (1,395)
- amortisation of other
intangible assets (403) - - (403) - (403)
- depreciation of property,
plant and equipment (6,547) (477) (1,786) (8,810) (1,072) (9,882)
- depreciation of right-
of-use assets (22,473) (95) (698) (23,266) (2,722) (25,988)
- fair value gain on
short term funds 5 - 9 14 1 15
- fair value adjustments
on investment properties - - (34) (34) - (34)
- fair value loss on long term
investments (28) - - (28) - (28)
- loss on deregistration of a
foreign subsidiary - - (50) (50) - (50)
- impairment losses
on goodwill (2,582) - - (2,582) - (2,582)
- impairment losses
on property, plant
and equipment (324) - - (324) (7) (331)
- impairment losses on
right-of-use assets (1,063) - - (1,063) (700) (1,763)
- impairment losses on
trade and other receivables (3,573) - (24) (3,597) - (3,597)
- over-provision of
restoration cost 227 - - 227 - 227
- bad debts written off on
trade and other receivables (147) - (27) (174) (4) (178)
- property, plant and
equipment written off (214) (40) - (254) - (254)
- right-of-use assets
written off (17) - - (17) - (17)
- inventories written off - (23) - (23) - (23)
- loss on disposal of
other investment (27) - - (27) - (27)
- gain on disposals
of property, plant
and equipment, net 88 - 64 152 - 152
- gain on disposals of
investment properties - - 170 170 - 170
- lease concessions 4,527 - - 4,527 1,177 5,704
- rental of office equipment (36) - - (36) - (36)
- reversal of impairment
losses on trade and
other receivables 2,491 - 37 2,528 142 2,670
- unrealised gain/(loss) on
foreign exchange, net 485 (9) - 476 (30) 446
- payables written off 4,589 - - 4,589 - 4,589
194 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

37. OPERATING SEGMENTS (continued)

Investment Continuing Discontinuing


Manu- and property operations operations
Retailing facturing development Total Total Total
2021 (continued) RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Interests in associates - - 238 238 - 238

Additions to non-current
assets other than financial
instruments and deferred
tax assets 9,397 23 62,263 71,683 511 72,194

Segment assets 253,313 23,007 241,168 517,488 60,286 577,774

Segment liabilities 101,811 956 77,127 179,894 9,171 189,065

2020

Revenue
Total revenue 309,943 12,150 26,769 348,862 34,023 382,885
Inter-segment revenue - (12,118) (25,807) (37,925) - (37,925)
Revenue from external
customers 309,943 32 962 310,937 34,023 344,960

Interest income 1,086 1 226 1,313 549 1,862

Interest expense and


profit payment on
borrowings (2,167) (20) (3,226) (5,413) (572) (5,985)

Net interest expense


and profit payment
on borrowings (1,081) (19) (3,000) (4,100) (23) (4,123)

Segment profit/(loss)
before tax 19,618 (1,018) (5,767) 12,833 (2,019) 10,814

Share of profit of an
associate, net of tax - - 119 119 - 119

Tax expense (6,305) 90 (184) (6,399) (1,025) (7,424)

Material items:
- realised (loss)/gain on
foreign exchange, net (88) (57) 539 394 - 394
- rental commission (4,959) - - (4,959) (389) (5,348)
- rental of premises (3,934) - (9) (3,943) (913) (4,856)
- rental income 237 - - 237 - 237
04 Financial Statements • BONIA CORPORATION BERHAD 195

Notes to the
Financial Statements
30 June 2021

37. OPERATING SEGMENTS (continued)

Investment Continuing Discontinuing


Manu- and property operations operations
Retailing facturing development Total Total Total
2020 (continued) RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Other material non-cash items:
- amortisation of trademarks (415) - (977) (1,392) - (1,392)
- amortisation of other
intangible assets (400) - - (400) - (400)
- depreciation of property,
plant and equipment (7,472) (616) (2,092) (10,180) (1,486) (11,666)
- depreciation of
right-of-use assets (21,938) (90) (657) (22,685) (2,880) (25,565)
- fair value loss on
short term funds (30) - (26) (56) (4) (60)
- fair value loss on
long term investments (28) - - (28) - (28)
- gain on deregistration
of a foreign subsidiary - - 644 644 - 644
- loss on dissolution of
a subsidiary - - (1) (1) - (1)
- impairment losses on
trademark (3,927) - - (3,927) - (3,927)
- impairment losses
on property, plant
and equipment (180) - - (180) (529) (709)
- impairment losses on
right-of-use assets (578) - - (578) - (578)
- impairment losses on
trade and other receivables (7,882) - (10) (7,892) (122) (8,014)
- over-provision of
restoration cost 81 - - 81 114 195
- bad debts written off on
trade and other receivables (66) - - (66) - (66)
- property, plant and
equipment written off (53) - - (53) - (53)
- right-of-use assets
written off (22) - - (22) (19) (41)
- inventories written off - (91) - (91) - (91)
- gain on disposals of
property, plant and
equipment, net 33 - - 33 - 33
- lease concessions 3,390 3 40 3,433 412 3,845
- rental of office equipment (53) - - (53) - (53)
- reversal of impairment
losses on trade and
other receivables 389 - 2 391 3 394
- unrealised (loss)/gain on
foreign exchange, net (178) (6) 32 (152) 34 (118)
Interests in associates - - 449 449 - 449
Additions to non-current
assets other than financial
instruments and deferred
tax assets 14,872 281 365 15,518 3,101 18,619

Segment assets 286,403 21,488 190,714 498,605 63,330 561,935


Segment liabilities 115,942 823 40,112 156,877 12,575 169,452
196 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

37. OPERATING SEGMENTS (continued)

Reconciliations of reportable segment revenue, profit or loss, assets and liabilities to the corresponding amounts of the Group
are as follows:

2021 2020
RM’000 RM’000
Revenue

Total revenue for reportable segments 341,907 382,885


Elimination of inter-segment revenues (52,850) (37,925)
289,057 344,960
Less: Revenue from discontinuing operations (27,838) (34,023)
Revenue of the Group per consolidated statement
of profit or loss and other comprehensive income 261,219 310,937

Profit for the financial year

Profit before tax 20,634 10,814


Tax expense (4,472) (7,424)
Profit for the financial year of the Group per consolidated statement
of profit or loss and other comprehensive income 16,162 3,390

Assets

Total assets for reportable segments 517,488 498,605


Tax assets 3,072 2,272

Assets of disposal group relating to discontinuing operations:


Total assets for discontinuing operations 60,286 63,330
Tax assets 831 1,162
Total assets of the Group per consolidated statement of financial position 581,677 565,369

Liabilities

Total liabilities for reportable segments 179,894 156,877


Tax liabilities 7,490 9,108

Liabilities of disposal group relating to discontinuing operations:


Total liabilities for discontinuing operations 9,171 12,575
Tax liabilities 87 244
Total liabilities of the Group per consolidated statement of financial position 196,642 178,804

Geographical information

The Group operates mainly in Malaysia, Singapore and Indonesia.

In presenting information on the basis of geographical areas, segment revenue is based on the geographical location of
customers.
04 Financial Statements • BONIA CORPORATION BERHAD 197

Notes to the
Financial Statements
30 June 2021

37. OPERATING SEGMENTS (continued)

Geographical information (continued)

The composition of each geographical segment is as follows:

(i) Malaysia : Manufacturing, designing, promoting and marketing of fashionable apparel, footwear, accessories and
leather goods, and development of commercial properties.

(ii) Singapore : Designing, promoting and marketing of fashionable apparels, footwear, accessories and leather goods.

(iii) Indonesia : Marketing and distribution of fashionable goods and accessories.

(iv) Others (1) : Marketing and distribution of fashionable goods and accessories.

(1)
Others represent the marketing and distribution of fashionable goods and accessories to Middle East, East Asia and other
ASEAN Countries.

Segment assets are based on the geographical location of the assets of the Group. The non-current assets do not include
financial instruments, deferred tax assets and interests in associates.

Continuing operations
2021 2020
RM’000 RM’000
Revenue from external customers
Malaysia 151,061 173,097
Singapore 83,780 107,326
Indonesia 16,198 25,002
Vietnam 1,183 2,985
Others 8,997 2,527
261,219 310,937

Non-current assets
Malaysia 255,705 236,357
Singapore 34,049 41,701
Indonesia 15,413 16,172
Vietnam - 24
305,167 294,254

Major customers

There were no major customers who contributed more than ten percent (10%) of the total revenue of the Group. As such,
information on major customers is not presented.

38. FINANCIAL INSTRUMENTS

(a) Capital management

The primary objective of the capital management of the Group is to ensure that entities of the Group would be able
to continue as going concerns whilst maximising the return to shareholders through the optimisation of the debt and
equity balance. The overall strategy of the Group remains unchanged from that in the previous financial year.

The Group manages its capital structure and makes adjustments to it in response to changes in economic conditions.
In order to maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return
capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the
financial years ended 30 June 2021 and 30 June 2020.
198 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

38. FINANCIAL INSTRUMENTS (continued)

(a) Capital management (continued)

The Group monitors capital using gearing ratios, i.e. gearing ratio and net gearing ratio. Gearing ratio represents
borrowings and lease liabilities divided by total capital whereas net gearing ratio represents borrowings and lease
liabilities less cash and bank balances and short term funds divided by total capital. Capital represents equity
attributable to the owners of the parent.

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Borrowings 81,880 39,403 - -
Lease liabilities 49,134 70,073 - -
Less: Short term funds (15,493) (23,416) (9,350) (7,741)
Less: Cash and bank balances (85,203) (77,709) (1,169) (1,004)
30,318 8,351 (10,519) (8,745)
Total capital 364,555 366,306 243,506 242,220
Gearing ratio (1)
36% 30% N/A N/A
Net gearing ratio (2) 8% 2% N/A N/A

(1)
without taking cash and bank balances and short term funds into consideration
(2)
taking cash and bank balances and short term funds into consideration

Pursuant to Practice Note No. 17/2005 issued by Bursa Malaysia Securities Berhad, the Group is required to maintain
a consolidated shareholders’ equity not less than the twenty-five percent (25%) of the issued and paid-up capital
(excluding treasury shares) and such shareholders’ equity is not less than RM40.0 million. The Company has complied
with this requirement for the financial year ended 30 June 2021.

The Group is not subject to any other externally imposed capital requirements.

(b) Financial instruments

Group Fair value


Amortised through profit
cost or loss Total
2021 RM’000 RM’000 RM’000
Financial assets
Other investments - 1,120 1,120
Trade and other receivables, net of prepayments 42,148 - 42,148
Short term funds - 15,493 15,493
Cash and bank balances 85,203 - 85,203
127,351 16,613 143,964

Amortised
cost Total
RM’000 RM’000
Financial liabilities
Borrowings 81,880 81,880
Trade and other payables 25,958 25,958
107,838 107,838
04 Financial Statements • BONIA CORPORATION BERHAD 199

Notes to the
Financial Statements
30 June 2021

38. FINANCIAL INSTRUMENTS (continued)

(b) Financial instruments (continued)

Company Fair value


Amortised through profit
cost or loss Total
2021 RM’000 RM’000 RM’000
Financial assets
Other receivables 10,537 - 10,537
Short term funds - 9,350 9,350
Cash and bank balances 1,169 - 1,169
11,706 9,350 21,056

Amortised
cost Total
RM’000 RM’000
Financial liability
Other payables 426 426

Group Fair value


Amortised through profit
cost or loss Total
2020 RM’000 RM’000 RM’000
Financial assets
Other investments - 1,178 1,178
Trade and other receivables, net of prepayments 49,909 - 49,909
Short term funds - 23,416 23,416
Cash and bank balances 77,709 - 77,709
127,618 24,594 152,212

Amortised
cost Total
RM’000 RM’000
Financial liabilities
Borrowings 39,403 39,403
Trade and other payables 35,488 35,488
74,891 74,891

Company Fair value


Amortised through profit
cost or loss Total
2020 RM’000 RM’000 RM’000
Financial assets
Other receivables 28,156 - 28,156
Short term funds - 7,741 7,741
Cash and bank balances 1,004 - 1,004
29,160 7,741 36,901

Amortised
cost Total
RM’000 RM’000
Financial liability
Other payables 714 714
200 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

38. FINANCIAL INSTRUMENTS (continued)

(c) Methods and assumptions used to estimate fair value

The fair values of financial assets and financial liabilities are determined as follows:

i. Financial instruments that are not carried at fair value and whose carrying amounts are a reasonable approximation
of fair value

The carrying amounts of financial assets and financial liabilities, such as trade receivables and current other
receivables, trade payables and current other payables and borrowings are reasonable approximation of fair
value, either due to their short-term nature or that they are floating rate instruments that are re-priced to market
interest rates on or near the end of the reporting period.

The carrying amounts of the current portion of loans and borrowings are reasonable approximations of fair
values due to the insignificant impact of discounting.

ii. Other investments

The fair values for club memberships are estimated based on references to current available counters party
quotation of the same investment.

iii. Non-current other receivables and other payable

The fair value of non-current other receivables and other payable are estimated by discounting expected future
cash flows at the market incremental borrowing rate for similar types of lending.

The carrying amounts of the non-current other receivables and other payable are reasonable approximations of
their fair values.

iv. Financial guarantees

The Company provides corporate guarantees to financial institutions and certain third parties for banking
facilities utilised and tenancy agreements entered into by certain subsidiaries. The fair values of such corporate
guarantees are negligible as the probability of the subsidiaries defaulting on the banking facilities and tenancy
agreements are remote.

(d) Fair value hierarchy

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical
assets or liabilities.

Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 fair value measurements are those derived from inputs for the asset or liability that are not based on observable
market data (unobservable inputs).
04 Financial Statements • BONIA CORPORATION BERHAD 201

Notes to the
Financial Statements
30 June 2021

38. FINANCIAL INSTRUMENTS (continued)

(d) Fair value hierarchy (continued)

The valuation techniques and significant unobservable inputs used in determining the fair value measurement of Level
3 financial instruments as well as the relationship between key unobservable inputs and fair value, is detailed in the
table below.

Valuation Significant Inter-relationship between key


Financial instruments technique used unobservable inputs unobservable inputs and fair value

Financial assets
Amounts owing by Discounted cash Discount rate (9.3%) The higher the discount rate, the lower
subsidiaries flows approach the fair value of the asset would be.

Club memberships Market approach Counter party The higher the counter party quotation,
quotation the higher the fair value of the club
memberships.

The following tables set out the financial instruments carried at fair values and those not carried at fair values for
which fair value is disclosed, together with their fair values and carrying amounts shown in the statements of financial
position.

Fair values of financial instruments Fair values of financial instruments not Total
carried at fair value carried at fair value fair Carrying
2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total value amount
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Financial
assets

Fair value
through
profit
or loss
- Short term
funds 15,493 - - 15,493 - - - - 15,493 15,493
- Club
memberships - - 1,120 1,120 - - - - 1,120 1,120

Company

Financial
assets

Amortised cost
- Amounts owing
by subsidiaries - - - - - - 3,843 3,843 3,843 3,843

Fair value
through
profit or loss
- Short term
funds 9,350 - - 9,350 - - - - 9,350 9,350
202 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

38. FINANCIAL INSTRUMENTS (continued)

(d) Fair value hierarchy (continued)

The following tables set out the financial instruments carried at fair values and those not carried at fair values for
which fair value is disclosed, together with their fair values and carrying amounts shown in the statements of financial
position. (continued)

Fair values of financial instruments Fair values of financial instruments not Total
carried at fair value carried at fair value fair Carrying
2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total value amount
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Financial
assets

Fair value
through
profit or loss
- Short term
funds 23,416 - - 23,416 - - - - 23,416 23,416
- Club
memberships - - 1,178 1,178 - - - - 1,178 1,178

Company

Financial
assets

Amortised cost
- Amount owing
by a subsidiary - - - - - - 17,645 17,645 17,645 17,645

Fair value
through
profit or loss
- Short term
funds 7,741 - - 7,741 - - - - 7,741 7,741

(e) The following table shows a reconciliation of Level 3 fair values:

Group
2021 2020
RM’000 RM’000
Financial assets
Balance as at 1 July 2020/2019 1,178 1,203
Fair value loss recognised (28) (28)
Disposal (33) -
Translation adjustments 3 3
Balance as at 30 June 2021/2020 1,120 1,178

Sensitivities for the Level 3 fair value measurements of the financial assets and financial liabilities are not disclosed
as they are not material to the Group.
04 Financial Statements • BONIA CORPORATION BERHAD 203

Notes to the
Financial Statements
30 June 2021

39. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The financial risk management objective of the Group is to safeguard the shareholders’ investment and the Group’s assets
whilst minimising the potential adverse impact arising from fluctuations in foreign currency exchange and interest rates and
the unpredictability of the financial markets.

The Group operates within an established risk management and internal control framework and clearly defined guidelines that
are regularly reviewed by the Board of Directors. Financial risk management is carried out through risk review programmes,
internal control systems, insurance programmes and adherence to the Group financial risk management policies. The Group
is exposed mainly to credit risk, liquidity and cash flow risk, interest rate risk and foreign currency risk. Information on the
management of the related exposures is detailed below.

(i) Credit risk

Cash deposits and trade receivables could give rise to credit risk, which requires the loss to be recognised if a counter
party fails to perform as contracted. It is the policy of the Group to monitor the financial standing of these counter
parties on an ongoing basis to ensure that the Group is exposed to minimal credit risk.

The Group’s primary exposure to credit risk arises through its trade receivables while the Company’s primary exposure
is through the amounts owing by subsidiaries. The trading terms of the Group with its customers are mainly on credit,
except for boutique sales, where the transactions are done on cash term. The credit period is generally for a period
of 30 days, extending up to 120 days for major customers. Each customer has a maximum credit limit and the Group
seek to maintain strict control over its outstanding receivables to minimise credit risk. Overdue balances are reviewed
regularly by senior management.

Exposure to credit risk

As at the end of each reporting period, no collateral has been obtained by the Group. The maximum exposure of
the Group and of the Company to credit risk is represented by the carrying amount of each class of financial assets
recognised in the statements of financial position.

Credit risk concentration profile

The Group determines concentration of credit risk by monitoring the country and industry sector profiles of its trade
receivables on an ongoing basis. The credit risk concentration profile of the trade receivables of the Group at the end
of each reporting period are as follows:

Group
2021 2020
% of % of
RM’000 total RM’000 total
By country
Malaysia 10,919 45 11,294 43
Singapore 11,515 48 11,408 43
Indonesia 1,385 6 2,686 10
Vietnam - - 433 2
Others 249 1 608 2
24,068 100 26,429 100

By industry sectors
Retailing 24,034 100 26,290 99
Investment property 34 #
139 1
24,068 100 26,429 100

#
Amount is less than 1%

At the end of each reporting period, there was no significant concentration of credit risk for the Company other than
amounts owing by subsidiaries, net of impairment to the Company of RM10,495,000 (2020: RM28,123,000).
204 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

39. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(ii) Liquidity and cash flow risk

The Group actively manages its debt maturity profile, operating cash flows and availability of funding so as to ensure
that all operating, investing and financing needs are met. In executing its liquidity risk management strategy, the Group
measures and forecasts its cash commitments and maintains a level of cash and cash equivalents deemed adequate to
finance the activities of the Group.

The table below summarises the maturity profile of the liabilities of the Group and of the Company at the end of each
reporting period based on contractual undiscounted repayment obligations.

On demand
or within One to Over
one year five years five years Total
RM’000 RM’000 RM’000 RM’000
As at 30 June 2021

Group
Financial liabilities
Trade and other payables 20,943 5,060 - 26,003
Borrowings 8,932 40,190 50,433 99,555
Lease liabilities 22,520 28,784 1,434 52,738
Total undiscounted financial liabilities 52,395 74,034 51,867 178,296

Company
Financial liabilities
Other payables 426 - - 426
Financial guarantees* 185,405 - - 185,405
Total undiscounted financial liabilities 185,831 - - 185,831

As at 30 June 2020

Group
Financial liabilities
Trade and other payables 30,600 5,123 - 35,723
Borrowings 10,870 24,315 11,706 46,891
Lease liabilities 27,566 45,754 2,929 76,249
Total undiscounted financial liabilities 69,036 75,192 14,635 158,863

Company
Financial liabilities
Other payables 714 - - 714
Financial guarantees* 154,903 - - 154,903
Total undiscounted financial liabilities 155,617 - - 155,617

* This disclosure represents the maximum liquidity risk exposure.


04 Financial Statements • BONIA CORPORATION BERHAD 205

Notes to the
Financial Statements
30 June 2021

39. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(iii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the financial instruments of the Group and of the
Company would fluctuate because of changes in market interest rates.

The exposure of the Group and of the Company to interest rate risk arises primarily from deposits with licensed banks,
short term funds, interest-bearing amount owing by a subsidiary, interest-bearing borrowings and lease liabilities. The
Group does not use derivative financial instruments to hedge this risk.

Sensitivity analysis for interest rate risk

The following table demonstrates the sensitivity analysis of the Group and of the Company if interest rates at the end
of each reporting period changed by fifty (50) basis points with all other variables held constant:

Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Profit after tax

- increase by 0.5% (2020: 0.5%) (422) (284) 71 69

- decrease by 0.5% (2020: 0.5%) 422 284 (71) (69)

The sensitivity of the Group is higher in 2021 than in 2020 is primarily because of the increase in borrowings during
the financial year.

The sensitivity of the Company is higher in 2021 than in 2020 because of the increase in short term funds during the
financial year.

The assumed movement in basis points for interest rate sensitivity analysis is based on current observable market
environment.

The following tables set out the carrying amounts, the weighted average effective interest rate as at the end of each
reporting period and the remaining maturities of the financial instruments of the Group and of the Company that are
exposed to interest rate risk:

Weighted
average
effective More
interest Within 1-2 2-3 3-4 4-5 than
rate 1 year years years years years 5 years Total
Note % RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group
At 30 June 2021

Fixed rates

Other
receivables 16(a) 7.53 3,241 2,459 - - - - 5,700
Deposits with
licensed banks 17 1.85 1,201 - - - - - 1,201
Lease liabilities 8 2.35 - 4.77 (20,846) (11,874) (7,449) (4,829) (2,782) (1,354) (49,134)
Other payable 24 2.00 - - - - (5,015) - (5,015)
206 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

39. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(iii) Interest rate risk (continued)

The following tables set out the carrying amounts, the weighted average effective interest rate as at the end of each
reporting period and the remaining maturities of the financial instruments of the Group and of the Company that are
exposed to interest rate risk (continued):

Weighted
average
effective More
interest Within 1-2 2-3 3-4 4-5 than
rate 1 year years years years years 5 years Total
Note % RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group
(continued)
At 30 June 2021
(continued)

Floating rates

Deposits with
licensed banks 17 0.25 2,800 - - - - - 2,800
Short term funds 18 2.05 15,493 - - - - - 15,493
Bankers’
acceptances 21 3.50 (85) - - - - - (85)
Trust receipts 21 2.81 (4,022) - - - - - (4,022)
Term loans
and terms
financing-i 22 3.69 (2,727) (20,799) (3,770) (3,839) (4,038) (42,600) (77,773)

At 30 June 2020

Fixed rates

Other
receivables 16(a) 7.53 3,043 2,140 2,140 - 304 - 7,627
Deposits with
licensed banks 17 3.32 5,591 - - - - - 5,591
Lease liabilities 8 2.35 - 7.50 (24,634) (20,733) (11,954) (6,203) (3,745) (2,804) (70,073)
Other payable 24 2.00 - - - - (4,888) - (4,888)

Floating rates

Deposits with
licensed banks 17 2.70 3,014 - - - - - 3,014
Short term funds 18 4.55 23,416 - - - - - 23,416
Bankers’
acceptances 21 4.52 (5,717) - - - - - (5,717)
Revolving credit 21 3.75 (1,000) - - - - - (1,000)
Trust receipts 21 4.27 (680) - - - - - (680)
Term loans
and term
financing-i 22 4.28 (1,904) (1,970) (17,349) (690) (724) (9,369) (32,006)
04 Financial Statements • BONIA CORPORATION BERHAD 207

Notes to the
Financial Statements
30 June 2021

39. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(iii) Interest rate risk (continued)

The following tables set out the carrying amounts, the weighted average effective interest rate as at the end of each
reporting period and the remaining maturities of the financial instruments of the Group and of the Company that are
exposed to interest rate risk (continued):

Weighted
average
effective More
interest Within 1-2 2-3 3-4 4-5 than
rate 1 year years years years years 5 years Total
Note % RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Company

At 30 June 2021

Fixed rate

Amount owing by
a subsidiary 16 4.00 6,500 933 933 934 - - 9,300

Floating rate

Short term funds 18 1.88 9,350 - - - - - 9,350

At 30 June 2020

Fixed rate

Amount owing by
a subsidiary 16 4.00 10,300 - - - - - 10,300

Floating rate

Short term funds 18 3.52 7,741 - - - - - 7,741

(iv) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument would fluctuate
because of changes in foreign exchange rates.

Subsidiaries operating in Singapore, Vietnam and Indonesia have assets and liabilities together with expected cash
flows from anticipated transactions denominated in foreign currencies that give rise to foreign exchange exposures.

The Group maintains a natural hedge, where possible, by borrowing in the currency of the country in which the
investment is located or by borrowing in currencies that match the future revenue stream to be generated from its
investments.

The Group also holds cash and bank balances denominated in foreign currencies for working capital purposes. At the
end of each reporting period, such foreign currency balances amounted to RM42,900,000 (2020: RM23,872,000) (see
Note 17(b) to the financial statements) for the Group.

The Group did not enter into any material forward foreign exchange contract during the financial year.
208 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

39. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(iv) Foreign currency risk (continued)

Sensitivity analysis for foreign currency risk

The following table demonstrates the sensitivity analysis of the Group and the Company to a reasonably possible
change in the Singapore Dollar (“SGD”), United States Dollar (“USD”), Vietnamese Dong (“VND”) and Indonesian
Rupiah (“IDR”) exchange rates against the respective functional currencies of the Group entities, with all other
variables held constant:

Group Company
2021 2020 2021 2020
Profit after tax RM’000 RM’000 RM’000 RM’000

SGD/RM - strengthen by 3%
(2020: 3%) +742 +661 - -
- weaken by 3%
(2020: 3%) -742 -661 - -

USD/RM - strengthen by 3%
(2020: 3%) +4 -2 - -
- weaken by 3%
(2020: 3%) -4 +2 - -

VND/RM - strengthen by 3%
(2020: 3%) +3 -97 - -
- weaken by 3%
(2020: 3%) -3 +97 - -

IDR/RM - strengthen by 3%
(2020: 3%) +46 +76 - -
- weaken by 3%
(2020: 3%) -46 -76 - -

The exposure to the other currencies are not significant, hence the effects of changes in exchange rates are not presented.

40. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

(a) The World Health Organisation declared the 2019 Novel Coronavirus infection (“COVID-19”) a pandemic on
11 March 2020. The Government of Malaysia imposed the Movement Control Order on 18 March 2020 and has
subsequently entered into various phases of the MCO, which has been further extended until the conditions set by the
Government of Malaysia for the various phases of the National Recovery Plan are achieved.

The Group has assessed and recognised the impact of COVID-19 pandemic during the financial year. The details are
disclosed in Notes 7(c), 8(g), 10(a), 11(d) and 16(i) to the financial statements.

Based on the assessment and information available at the date of authorisation of the financial statements, the Group
has sufficient cash flows and undrawn facilities to meet its liquidity needs in the next twelve (12) months after the end
of the reporting period. The Group will continue to monitor its funds and operational needs.
04 Financial Statements • BONIA CORPORATION BERHAD 209

Notes to the
Financial Statements
30 June 2021

40. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (continued)

(b) On 25 February 2021, the Group announced to Bursa Malaysia Securities Berhad the proposed listing of the subsidiary
of the Company, SBG Holdings Sdn. Bhd. (“SBG”) and its subsidiaries (“collectively as SBG Group”) on the LEAP
Market of Bursa Malaysia Securities Berhad (“Proposed Listing”).

In conjunction with the Proposed Listing, the Company will undertake the proposed demerger of SBG Group which
comprises the Proposed Capitalisation, Proposed Subdivision, Proposed Conversion and Proposed Dividend-in-Specie
(collectively as “Proposed Demerger”) (details of which were set out in the Circular to Shareholders of the Company
dated 22 July 2021).

The Proposed Demerger of SBG Group from the Company involves the following series of transactions and shall be
implemented in the following sequence:

(i) Proposed Capitalisation

To facilitate the Proposed Capitalisation, SBL Marketing Sdn. Bhd. (“SBL”) and SBFW Marketing Sdn. Bhd.
(“SBFW”) (both being wholly-owned subsidiaries of SBG) propose to declare dividend of RM11,997,300 and
RM2,703,000 respectively to SBG (“Proposed Dividend by SBL” and “Dividend by SBFW”).

Upon completion of the Dividend by SBFW and Proposed Dividend by SBL, SBG proposes to declare dividend
of RM30,127,100 to the Company (“Proposed Dividend by SBG”). The Proposed Dividend by SBG will be
settled entirely by way of capitalisation via issuance of 30,127,100 new ordinary shares in SBG to the Company.

The Proposed Dividend by SBG is to facilitate the Proposed Dividend-in-Specie as disclosed in Note 40(b)(iv)
to the financial statements.

The Dividend by SBFW was completed on 15 June 2021, whilst the Proposed Dividend by SBL and Proposed
Dividend by SBG were completed on 16 August 2021 and 30 September 2021, respectively.

(ii) Proposed Subdivision

The issued share capital of SBG is RM25,000,000 comprising 25,000,000 ordinary shares in SBG. Upon
completion of the Proposed Capitalisation, the total number of ordinary shares in SBG in issue will increase
from 25,000,000 to 55,127,100.

To facilitate the Proposed Dividend-in-Specie, it is proposed that the 55,127,100 ordinary shares in SBG be
subdivided into 200,995,123 ordinary shares in SBG such that SBG will have the same total number of issued
shares as the Company (excluding treasury shares). Following the completion of the Proposed Subdivision, the
issued share capital of SBG will be RM55,127,100 comprising 200,995,123 ordinary shares in SBG.

The Proposed Subdivision will be effected before the implementation of the Proposed Conversion and the
Proposed Dividend-in-Specie. The Proposed Subdivision is still pending completion as at the date of this
financial statements.

(iii) Proposed Conversion

SBG will be converted into a public limited company prior to the implementation of the Proposed Dividend-in-
Specie to facilitate the Proposed Listing.

The Proposed Conversion is pending completion as at the date of this financial statements.
210 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

40. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (continued)

(b) (continued)

(iv) Proposed Dividend-in-Specie

Following the completion of the Proposed Capitalisation, Proposed Subdivision and Proposed Conversion as
well as after the receipt of the approval-in-principle from Bursa Malaysia Securities Berhad for the Proposed
Listing, the Company will distribute via a dividend-in-specie, its entire shareholdings in SBG and rights
attaching to ordinary shares in SBG to the shareholders of the Company whose names appear in the Company’s
Record of Depositors (“Entitled Shareholders”) on the basis of one (1) ordinary share in SBG for every one (1)
ordinary share in the Company (“Bonia Share”) held on an entitlement date to be determined and announced
later (“Entitlement Date”) (excluding treasury shares) from its retained earnings.

The completion of the Proposed Dividend-in-Specie will result in the demerger of SBG Group from the
Company. However, it is pending completion as at the date of this financial statements.

During its extraordinary general meeting held on 11 August 2021, the shareholders of the Company had approved the
Proposed Listing of SBG Group, subject to the relevant approvals being obtained and the completion of the Proposed
Demerger.

Accordingly, the Proposed Listing is also pending completion as at the date of this financial statements.

(c) The members’ voluntary winding-up of ACSB, FCSB and FRSB have been completed.

(d) SBLS and SGSB have been struck off during the financial year.

(e) On 6 July 2020, CBSB emerged as a wholly-owned subsidiary of the Company, and on 18 August 2020, the Company
subscribed for 65% equity interest in the share capital of CBSB amounting to RM6,000 and consequently, CBSB
became a 65%-owned subsidiary of the Company.

(f) Amount owing by a subsidiary namely CBSB amounting to RM6,819,000 had been capitalised as additional cost of
investment of the Company in the subsidiary.

(g) Amount owing by a subsidiary namely MAC amounting to RM20,000,000 had been capitalised as additional cost of
investment of the Company in the subsidiary.

(h) On 17 August 2020, a subsidiary of the Company, CBSB entered into two (2) Sale and Purchase Agreements with a
third party for the acquisition of the following properties for a total consideration of RM51,419,000:

(i) Property 1

All that piece of freehold land held under Geran 34325, Lot 510 Seksyen 67, Bandar Kuala Lumpur, Daerah
Kuala Lumpur, Negeri Wilayah Persekutuan Kuala Lumpur measuring approximately 1606 square metres in
area together with a building(s) erected thereon with a postal address of Lot 510, Seksyen 067, Jalan Bukit
Bintang, 55100 Kuala Lumpur and which is currently leased to PRCG, an associate of the Company.

(ii) Property 2

All that piece of freehold land held under H.S. (D) 119062, PT 133 Seksyen 67, Bandar Kuala Lumpur, Daerah
Kuala Lumpur, Negeri Wilayah Persekutuan Kuala Lumpur measuring approximately 478 square metres in area
with a postal address of PT133, Seksyen 067, Jalan Delima, 55100 Kuala Lumpur.

The above transactions have been completed as at the end of the reporting period as disclosed in Note 9(b) to the
financial statements.

(i) On 16 November 2020, a wholly-owned subsidiary of the Company, Luxury Parade Sdn. Bhd. entered into three (3)
Sale and Purchase Agreements with a third party for the acquisition of three (3) units of retail shop units for a total
cash consideration of RM9,997,000.

The transactions have been completed as at the end of the reporting period as disclosed in Note 9(c) to the financial
statements.
.
(j) KSB emerged as a 51%-owned subsidiary of VASB.
04 Financial Statements • BONIA CORPORATION BERHAD 211

Notes to the
Financial Statements
30 June 2021

40. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (continued)

(k) On 5 April 2021, a wholly-owned subsidiary of the Company, Long Bow Manufacturing Sdn. Bhd. entered into a Sale
and Purchase Agreement with a third party for the disposal of a piece of leasehold vacant land with a carrying amount
of RM624,000 for a sales consideration of RM1,000,000.

The transaction has not been completed as at the end of the reporting period as disclosed in Notes 8(h) and 26(c) to
the financial statements.

(l) On 19 April 2021, DDSB disposed its entire equity interest in SBD to SBG for a consideration of RM1.

(m) On 26 April 2021, Paris RCG Sdn. Bhd., an associate of the Company acquired 10% of the ordinary share capital in
CBSB and resulted in the Company’s effective equity interest in CBSB increasing from 65% to 68%.

(n) On 25 February 2021, a wholly-owned subsidiary of the Company, Luxury Parade Sdn. Bhd. committed to a plan to
dispose a detached factory building with a carrying amount of RM3,408,000 to a third party for a sales consideration
of RM6,500,000. The Company entered into the Sale and Purchase Agreement with the third party on 2 September
2021 for the sales transaction.

The transaction has not been completed as at the end of the reporting period as disclosed in Notes 7 and 26 to the
financial statements.

(o) Material litigation

The 60% owned subsidiaries of the Company, AMSB and Mcore (collectively referred as “the Plaintiffs”) had filed
a civil suit on 3 August 2011 against Leong Tat Yan (“the Defendant”). AMSB and Mcore claimed against Leong
Tat Yan for a sum of RM946,000 and RM2,250,000 respectively, being the proceeds of sale from the joint venture
business owed by Leong Tat Yan.

Leong Tat Yan owns 40% of the equity interest in AMSB and he is also a controlling shareholder of 388 Venture
Corporation Sdn. Bhd. which owns 40% of the equity interest in Mcore.

There are losses of RM5,389,000 arising from the dispute of which management had made the necessary impairment
in the previous financial year. The losses includes impairment loss of trade receivables amounting to RM3,196,000 and
inventories written off of RM2,193,000 (before non-controlling interest’s share of loss).

The Plaintiffs filed a Notice of Appeal on 9 April 2013 against part of the decision of the High Court dated 27 March
2013 in connection with the service of Writ of Summons and Statement of Claim on the Defendant. The Defendant
also filed a Notice of Appeal against part of the decision of the High Court dated 27 March 2013 in connection with
jurisdiction and forum.

On the hearing date of 8 July 2013, the Court of Appeal allowed the Defendant’s appeal with costs of RM10,000 and
the Plaintiffs’ appeal was accordingly withdrawn with no order as to costs as it was no longer sustainable.

After discussing with their legal advisors, the Plaintiffs (also referred to as “Applicants”) had on 7 August 2013, filed
a Notice of Motion in the Federal Court for the following orders:

(i) the Applicants be granted leave to appeal to the Federal Court against the whole of the decision of the Court of
Appeal given on the 8 July 2013 in Civil Appeal No. W-02(IM)(NCVC)-797-04/2013 pursuant to Sections 96
and 97 of the Courts of Judicature Act, 1964 read with Rules 55, 107 and/or 108 of the Federal Court Rules,
1995 and/or the inherent jurisdiction of the Federal Court.

(ii) in the event that leave to appeal is granted by the Federal Court, the Applicants be granted leave to file and serve
a Notice of Appeal to the Federal Court within 7 days from the date of the order pursuant to Rule 108 of the
Federal Court Rules, 1995.

(iii) the costs of the application filed by the Applicants be costs in the cause.

(iv) such further or other relief of the Federal Court may deem fit.

Leave to appeal to the Federal Court was granted on 29 January 2015.

On the hearing date of 9 November 2015, the Federal Court allowed the Applicant’s appeal and set aside the Court of
Appeal’s Order dated 8 July 2013 in whole, thereby reversing the Court of Appeal’s decision that the High Court has
no jurisdiction over Leong Tat Yan.
212 BONIA CORPORATION BERHAD • Annual Report 2021

Notes to the
Financial Statements
30 June 2021

40. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (continued)

(o) Material litigation (continued)

The Plaintiffs had on 31 October 2016 filed a Writ of Summon and Statement of Claim against the Defendant and
served the same on the Defendant on 2 November 2016.
On 21 November 2016, the Defendant filed two (2) separate applications for a declaration that the Malaysian Court has
no jurisdiction over the Defendant and for consequential relief (Enclosure 10), and for a declaration that the Malaysian
Court is not the appropriate forum to try the Plaintiffs’ claim and consequently for a stay of proceedings (Enclosure 11).
On 16 December 2016, the Defendant filed two (2) separate applications to strike out the Writ of Summons dated 31
October 2016 for lack of authority (Enclosure 20) and for a stay of proceedings pending arbitration (Enclosure 22).
On 25 January 2017, the Defendant withdrew Enclosure 20 with no order as to costs.
On 25 April 2017, the High Court dismissed Enclosures 10 and 11 with costs of RM5,000 for each enclosure.
On 3 May 2017, the Defendant filed two (2) appeals against the High Court’s decisions on Enclosures 10 and 11
(“Appeals”).
On 8 May 2017, the Defendant filed an application to stay the proceedings pending the disposal of the Appeals
(Enclosure 43).
On 11 May 2017, the Defendant filed two (2) separate applications for an extension of time to file his Defence
(Enclosure 47) and to strike out the Writ of Summons for abuse of process (Enclosure 50).
On 23 May 2017, the High Court dismissed Enclosure 43 with costs of RM1,500. The Judge also granted Enclosure 47
with no order as to costs, and directed the Defendant to file his Defence by 23 June 2017. The Defendant also withdrew
Enclosure 50, which was accordingly struck out with no order as to costs.
On 22 June 2017, the Defendant filed his Defence and Counterclaim claiming general damages, exemplary damages,
and costs for abuse of process. The Plaintiffs filed their Reply and Defence to Counterclaim on 24 July 2017.
On 17 October 2017, the Court of Appeal dismissed the Appeals with costs of RM5,000 for each appeal.
On 5 January 2018, the High Court allowed the Defendant’s application to stay the proceedings pending reference of
the dispute to arbitration, with costs of RM5,000 to follow the outcome of the arbitration.
On 26 January 2018, the Plaintiffs appealed to the Court of Appeal against the High Court’s decision on Enclosure 22.
On 26 June 2018, the Court of Appeal allowed the Plaintiffs’ appeal and reversed the decision of the High Court, with
costs of RM15,000 for the Court of Appeal and High Court proceedings awarded to the Plaintiffs.
On 3 July 2018, the Respondent filed an application for leave to appeal to the Federal Court against the decision of
the Court of Appeal.
On 20 July 2018, the Defendant filed an application to stay the proceedings pending the disposal of the Federal Court
proceedings (Enclosure 7).
On 30 July 2018, the Plaintiffs filed an application for security for costs (Enclosure 13).
On 8 October 2018, the Federal Court allowed the Defendant’s application to stay the proceedings in full and the
Plaintiffs’ application for security for costs in part.
The Defendant’s application for leave to appeal to the Federal Court on Enclosure 22 is fixed for Case Management
on 26 November 2020.
On 26 February 2021, the Defendant’s application for leave to appeal to the Federal Court on Enclosure 22 was
dismissed and the matter was remitted to the High Court for trial.
The matter is fixed for Case Management in the High Court on 17 November 2021 and trial on 10 January 2022 to 13
January 2022.
The solicitors are of the opinion that the prospects of successfully resisting the Defendant’s leave application in the
Federal Court are fair.
The Directors are of the opinion, after taking appropriate legal advice, that no provision for the abovementioned claims
is necessary.
Registration No. 199101013622 (223934-T)

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